General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 9 contracts
Sources: Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee I hereby irrevocably and unconditionally releases, acquits, agree to release and forever discharges discharge the Company Company, its subsidiaries and its affiliates, and its and their directors and officers, directorspredecessors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively “Releasees”) from any and all rightsactions or causes of action, suits, claims, charges, demandscomplaints, obligationscontracts and promises whatsoever, causes in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or the Releasees including all unknown, undisclosed and whether unanticipated losses, wrongs, injuries, debts, claims and/or damages arising out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s way connected with my employment with the Company and/or or its subsidiaries and the cessation thereof through the date Employee executes this Agreementof such employment. This General Release includes actions claiming shall include but not be limited to any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e Section 1981 et seq., . of Title 42 of the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993United States Code, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the Equal Pay Occupational, Safety and Health Act, the Immigration and Reform Control ActNew York Human Rights Law, the Uniform Services Employment and Re-Employment ActExecutive Law Section 290 et seq., the Rehabilitation Act of 1973, and the New York Labor Law, the New York Equal Rights Law Section 40 et seq., the New York Minimum Wage Law, the New York Equal Pay Law, each of the foregoing as amended, and any and all other Federal, State or City Human Rights Laws, each as amendedlocal civil or human rights laws, or any other federalalleged violation of any local, state State or local Federal law, regulationregulation or ordinance, ordinance or common law, or under any and/or public policy, agreement, understanding contract or promise, written tort or oral, formal or informal, between Employee common-law claim having any bearing whatsoever on the terms and conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or any shall have as of the Releaseesdate of this General Release. This General Release also includes any claims for wrongful discharge or that does not constitute a waiver of my right to bring action against the Company or any to enforce the terms and provisions of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawLetter Agreement. This General Release is for does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any and all relief, without regard to its form litigation regarding matters or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from actions taken within the alleged continuation scope of my responsibilities as an employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 5 contracts
Sources: Severance Agreement, Letter Agreement (Gentiva Health Services Inc), Letter Agreement (Gentiva Health Services Inc)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the “Releasees” hereunder, acquitsconsisting of BioMed Realty Trust, Inc., BioMed Realty, L.P., and forever discharges the Company and its each of their partners, subsidiaries, associates, affiliates, and their officerssuccessors, heirs, assigns, agents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys’ fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-In Employment Act, the Rehabilitation Act of 1973Americans With Disabilities Act, and the New York State or City Human Rights LawsCalifornia Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, each as amendedWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or any other federalWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, state or local lawBEING AWARE OF SAID CODE SECTION, regulationHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, ordinance or common lawAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 5 contracts
Sources: Employment Agreement (BioMed Realty Trust Inc), Employment Agreement (BioMed Realty Trust Inc), Employment Agreement (BioMed Realty Trust Inc)
General Release. Employee In exchange for the Termination Bonus (as defined in the Retention Agreement), You hereby irrevocably and unconditionally releasesagree to the following:
a.) You hereby agree to release, acquitsacquit, and forever discharges the Company discharge: Meredith and its affiliates, and New ▇▇▇▇▇▇▇▇; all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the respective affiliates, predecessors, successors, and assigns; all of their respective current and former directors, officers, trustees, employees, agents, representatives, and attorneys; any persons acting by, through, under, or in concert with any of them; and all successors and assigns, and family members of the aforementioned assigns thereof (collectively, the “ReleaseesReleased Parties”) from any and all rights, claims, charges, demandscomplaints, liabilities, obligations, promises, agreements, damages, actions, causes of action, promisessuits, agreementsrights, controversiesentitlements, lienscosts, damages and liabilities of every kind based upon any past actionlosses, omission or event, whether known or unknowndebts, and whether expenses (including attorneys’ fees and legal expenses), which arose in whole or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s part from Your employment with Meredith and New ▇▇▇▇▇▇▇▇ or separation therefrom, and any other dealings of any kind between You and Meredith and/or New ▇▇▇▇▇▇▇▇ and/or any officer, director, agent or employee of Meredith and/or New ▇▇▇▇▇▇▇▇, which have transpired prior to the Company and/or execution of this Agreement (collectively “Claims”), including but not limited to, any and all Claims under the cessation thereof through Age Discrimination in Employment Act, codified at Chapter 14 of Title 29 of the date United States Code, 29 U.S.C. § 621-634 (the “ADEA”), as amended by the Older Workers Benefits Protection Act (“OWBPA”); Employee executes this Agreement. This General Release includes actions claiming violation Retirement Income Security Act of 1974, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act and Fair Labor Standards Act, 42 U.S.C. 2000e et seq.as amended, and any other applicable wage payment laws; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, ; the Family and Medical Leave Act and any applicable state family and medical leave laws; the Consolidated Omnibus Budget Reconciliation Act; any other applicable federal or state civil rights or anti-discrimination laws or regulations; any applicable municipal civil rights ordinance; any express or implied contract right; any cause of 1993action alleging defamation, invasion of privacy, breach of the covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress or promissory estoppel; and any and all other claims of any kind based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, whether or not involving alleged continuing violations. If any Claims are not subject to release, to the extent permitted by law, You waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such Claims in which any of the Released Parties is a party. Notwithstanding the foregoing or anything to the contrary herein, You are not waiving any Claims or rights (i) that may arise after the date that You sign this Agreement, including under the ADEA as amended by the OWBPA, (ii) for breach or enforceability of this Agreement, (iii) for reimbursement of business expenses incurred on behalf of Meredith, New ▇▇▇▇▇▇▇▇ or any corporate entity that is a direct or indirect subsidiary of Meredith or New ▇▇▇▇▇▇▇▇ (the “Applicable Employer”) under its expense reimbursement policies, (iv) that controlling law clearly states may not be released by private settlement, such as, but not limited to, claims for unemployment insurance or Worker’s Compensation benefits for job-related illness or injury, (v) any applicable severance benefit You may be eligible to receive under Your Employment Agreement (as defined in the Retention Agreement), (vi) under Your Employment Agreement or any Meredith, New ▇▇▇▇▇▇▇▇, and/or Applicable Employer benefit plan or any plan or agreement related to equity ownership, (vii) to vested benefits, if any, under the Meredith Employees’ Retirement Income Plan and the ▇▇▇▇▇▇▇▇ Savings and Investment Plan or any other employee benefit plan maintained by Meredith or New ▇▇▇▇▇▇▇▇ or any of their affiliates that is subject to the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, in accordance with the terms of those plans, and (viii) any right of indemnification and advancement (if any) You may have for actions within the course and scope of Your employment with Meredith, New ▇▇▇▇▇▇▇▇, or the Applicable Employer under applicable law, Your indemnification agreement and any applicable policies of the Applicable Employer.
b.) You hereby waive any right to receive personal relief as a consequence of any Claims filed with or by the Equal Employment Opportunity Commission or any other federalperson or entity (governmental or otherwise), state including any class or local law, regulation, ordinance collective action lawsuit or common law, complaint filed by any individual or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or entity against any of the ReleaseesReleased Parties, as permitted by law. This General Release also includes However, You acknowledge nothing in this Agreement limits Your right to receive a monetary award for information provided to the Securities and Exchange Commission or under the whistleblower statutes administered by the Occupational Safety and Health Administration (“OSHA”).
c.) You hereby agree to secure the dismissal, with prejudice, of any claims for wrongful discharge proceeding, grievance, action, charge or complaint, if any, that You or anyone else on Your behalf has filed or commenced against the Company Applicable Employer or any of the other Releasees has dealt Released Parties with Employee unfairly or in bad faithrespect to any matter involving Your employment with Meredith, and any actions raising tortious claims or any claim of express or implied contract of New ▇▇▇▇▇▇▇▇, and/or the Applicable Employer, Your separation from employment with Meredith, New ▇▇▇▇▇▇▇▇, and/or the Applicable Employer, or any other cause matter that is the subject of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 4 contracts
Sources: Retention, Assignment and Acknowledgment Agreement (Meredith Corp), Retention, Assignment and Acknowledgment Agreement (Meredith Corp), Retention, Assignment and Acknowledgment Agreement (Meredith Corp)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the "Releasees" hereunder, acquitsconsisting of BioMed Realty Trust, Inc., BioMed Realty, L.P., and forever discharges the Company and its each of their partners, subsidiaries, associates, affiliates, and their officerssuccessors, heirs, assigns, agents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys' fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called "Claims"), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee's right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-In Employment Act, the Rehabilitation Act of 1973Americans With Disabilities Act, and the New York State or City Human Rights LawsCalifornia Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, each as amendedWHICH PROVIDES AS FOLLOWS: "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, or any other federalWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." THE UNDERSIGNED, state or local lawBEING AWARE OF SAID CODE SECTION, regulationHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, ordinance or common lawAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 4 contracts
Sources: Employment Agreement (BioMed Realty Trust Inc), Employment Agreement (BioMed Realty Trust Inc), Employment Agreement (BioMed Realty Trust Inc)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 3 contracts
Sources: Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee In consideration of the mutual promises and undertakings in this Agreement, Executive and Executive's family members, heirs, successors, and assigns (collectively the "Releasing Parties") hereby irrevocably and unconditionally releasesrelease, acquitsacquit, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from discharge any and all rights, claims, charges, demands, obligations, causes claims and demands of action, promises, agreements, controversies, liens, damages and liabilities of every whatever kind based upon any past action, omission or eventcharacter, whether known vicarious, derivative, or unknowndirect, that Executive and whether the other Releasing Parties, individually, collectively, or not in litigation which Employee otherwise, may now or hereafter have or which could be asserted by another on Employee’s behalfassert against: (i) HEC; (ii) any corporation, based on general or limited partnership, or other entity affiliated with HEC through common ownership; or (iii) any actionofficer, omission director, partner, trustee, fiduciary, agent, employee, representative, insurer, attorney, or event relating to Employee’s employment with any successors and assigns of the Company and/or persons or entities just named (collectively the cessation thereof through the date Employee executes this Agreement"Released Parties"). This General Release includes actions claiming but is not limited to any claim or demand based on any federal, state, or local statutory or common law or constitutional provision that applies or is asserted to apply, directly or indirectly, to the formation, continuation, or termination of Executive's employment relationship with HEC. Thus, Executive and the other Releasing Parties agree to waive to the maximum extent permitted by law any claims or demands against HEC or any of the other Released Parties such as for wrongful discharge; unlawful employment discrimination on the basis of age or any other form of unlawful employment discrimination; retaliation; breach of contract (express or implied), breach of the duty of good faith and fair dealing; violation of the public policy of the United States, the State of Colorado, or any other state; intentional or negligent infliction of emotional distress; tortious interference with contract; promissory estoppel; detrimental reliance; defamation of character; duress; negligent misrepresentation; intentional misrepresentation or fraud; invasion of privacy; loss of consortium; assault; battery; conspiracy; bad faith; negligent hiring, retention, or supervision; any intentional or negligent act of personal injury; any alleged act of harassment or intimidation; or any other intentional or negligent tort; or any alleged violation of the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, ; the Family and Medical Leave Act of 1993, Act; the Employee Retirement Income Security Act of 1974, Act; the Fair Labor Standards Act, ; the Equal Pay Fair Credit Reporting Act, ; the Immigration and Reform Control Act, the Uniform Services Employment and ReColorado Anti-Discrimination in Employment Act, ; the Rehabilitation Act of 1973, and Colorado Civil Rights Act; the New York State or City Human Rights Laws, each as amended, Colorado Labor Peace Act; or any other federal, state state, or local lawstatute, regulationrule, ordinance order or common lawordinance. The effect of Executive's acceptance of this Agreement is to release, acquit, and forever discharge any and all claims and demands of whatever kind or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or character that the Company Executive or any of the other Releasees has dealt with Employee unfairly Releasing Parties may now have or in bad faithhereafter have or assert against HEC or any of the other Released Parties for any liability, whether vicarious, derivative, or direct. This release includes any claims or demands for damages (actual or punitive), back wages, future wages or front pay, commissions, bonuses, severance benefits, medical expenses and the costs of any counseling, reinstatement or priority placement, promotion, accrued leave benefits, past and future medical or other employment benefits (except as to which there is existing contractual or vested entitlement) including contributions to any employee benefit plans, retirement benefits (except as to which there is vested entitlement), benefits under the 1999 Long Term Incentive Plan of Hallwood Energy Corporation, benefits provided for under the Change of Control Agreement, relocation expenses, compensatory damages, injunctive relief, liquidated damages, penalties, equitable relief, attorney's fees, costs of court, disbursements, interest, and any actions raising tortious claims and all other loss, expense, or detriment of whatever kind or character, resulting from, growing out of, connected with, or related in any claim way to the formation, continuation, or termination of express or implied contract of Executive's employment or any other cause of action or claims of violation of common lawrelationship with HEC. This General Release does not apply to any rights or claims that arise under the Amended and Restated Phantom Working Interest Incentive Plan of Hallwood Energy Corporation or to any rights or claims that may arise after the date this Agreement is for any executed (until such time as Executive has subsequently renewed and all reliefratified this Agreement by executing the Renewal and Ratification Agreement attached hereto as Exhibit A, without regard to its form or characterization. Included in at which time this General Release are will not apply to any rights or claims that may arise after the date Executive's Renewal and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or eventRatification Agreement is executed). Notwithstanding the foregoing, this release shall Executive does not release the Company from its obligations under this Agreement any claims he or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to she might have for indemnification under the terms articles of incorporation or bylaws of the Employment Agreement, the by-laws, charter HEC or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any its affiliates as of the Releasees arising out date of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyAgreement.
Appears in 3 contracts
Sources: Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp)
General Release. Employee As a material inducement to the Company to enter into the Resignation Agreement, Executive hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company Company, its successors, assigns, agents, directors, officers, executives, representatives, subsidiaries, divisions, parent corporations and its affiliates, and their officersall other persons acting by, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each through or in concert with any of the affiliates, predecessors, successors and assigns, and family members of the aforementioned them (collectively, the “"Releasees”") from any and all rightscharges, complaints, claims, charges, demandsliabilities, obligations, causes of action, promises, agreements, controversiesactions, liensdamages, damages expenses (including attorneys' fees and liabilities costs actually incurred), or any rights of any and every kind based upon any past actionor nature, omission accrued or eventunaccrued, whether known or unknown, which Executive has or claims to have arising out of facts and whether circumstances which have occurred or not in litigation which Employee may have existed prior to, or which could be asserted by another on Employee’s behalfare occurring and do exist as of, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes of Executive's execution of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, Agreement against each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any pertains to but is in no way limited to all matters relating to or arising out of Executive's employment and the cessation of his employment by the Company and all claims for wrongful discharge severance benefits or other payments which are not express obligations of the Company under this Agreement, or otherwise. This General Release further pertains to, but is in no way limited to, rights and claims under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act, as amended, the Americans With Disabilities Act, the Family Medical Leave Act, and all other federal, state, local or municipal fair employment and discrimination laws, and all claims under common law, whether based in tort or contract, law or equity.
(i) claims that arise after the execution of this Agreement; (ii) the Executive's rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangements maintained by the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, under COBRA; (iii) worker's compensation claims and any actions raising tortious other claims that cannot be waived by law; (iv) the Executive's rights to enforce this Agreement; or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law(v) the Executive's rights as a stockholder. This General Release is for not intended to and does not interfere with the Equal Employment Opportunity Commission's right to enforce anti-discrimination laws or to seek relief that will benefit the public and any and all reliefvictim of unlawful employment practices who have not waived their claims. Therefore, without regard to its form or characterization. Included in by signing this General Release are Release, Executive waives any and all claims for attorneys’ fees and for future damages allegedly arising right to personally recover against the Company, but Executive is not prevented from filing a charge with, or testifying, assisting, or participating in any proceeding brought by the EEOC, concerning an alleged continuation discriminatory practice of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 2 contracts
Sources: Employment Agreement (Conseco Inc), Resignation Agreement (Conseco Inc)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Agreement. This General Release includes actions claiming violation includes, without limitation: (i) claims at law or equity or sounding in contract (express or implied) or tort; (ii) claims arising under any federal, state or local laws of Title VII any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including, without limitation, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and Medical Leave Act of 1993Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human ▇▇▇▇▇ Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance harassment or retaliation in employment; and the right to bring demands, complaints, causes of action, and claims under any other federal, state, local or common law, statute, regulation or decision); (iii) claims arising under the Employee Retirement Income Security Act; or (iv) any other statutory or common law claims related to my employment with the Company or my separation from the Company. I further covenant not to ▇▇▇ any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims I have, or might subsequently have in my capacity as a stockholder of Orthofix International N.V. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or informalworkers’ compensation benefits, between Employee state disability compensation, claims for any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of law, may not be released by private agreement. I am also not waiving, and nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, BY SIGNING THIS RELEASE, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS RELEASE.
(c) I acknowledge that different or additional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts. I represent and warrant that I have not previously filed or joined in any claims against the Company or any of the Releasees. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer.
(d) I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this Release, but I may voluntarily waive that period by signing it earlier, and I acknowledge that I am being advised herein to consult with legal counsel of my own choosing prior to executing this Release. I understand that for future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Orthofix Inc., Senior Vice President and General Counsel, Orthofix Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its Release and all obligations regarding any rights of the Executive to indemnification under the terms of Agreement as provided therein. This Release shall be effective on the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 2 contracts
Sources: Employment Agreement (Orthofix International N V), Severance Agreement (Orthofix International N V)
General Release. Employee hereby irrevocably acknowledges that Employee would not be entitled to receive the Separation Pay provided for herein absent Employee’s execution of and compliance with this Agreement. In consideration of the Separation Pay and other benefits, Employee, individually and on behalf of Employee’s spouse, domestic partner, heirs and assigns (as applicable), to the fullest extent permitted under applicable law, unconditionally releasesreleases and discharges ESI, acquitsits subsidiaries, any related corporations and/or entities and forever discharges the Company and its affiliates, and their officers, each entity’s respective directors, partners, membersofficers, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, in their individual and family members of the aforementioned representative capacities (collectively, the collectively “Releasees”) ), from any and all rightsknown or unknown liability, damages claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities action or suits of every kind based upon any past action, omission type related directly or event, whether known or unknownindirectly to Employee's employment with ESI, and whether or not in litigation which Employee may have or which could be asserted by another on the termination of Employee’s behalf, based on any action, omission or event relating to Employee’s 's employment with the Company and/or the cessation thereof through the date ESI, including claims under any common law theories, including but not limited to, breach of contract or tort or tort-like theories and under any local, state or federal, constitutional, civil rights, labor, and employment laws, including but not limited to, Employee executes this Agreement. This General Release includes actions claiming violation of Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, as amended, the Post Civil War Civil Rights Acts (42 U.S.C. 2000e et seq.USC §§ 1981‑1988), the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, Older Workers’ Benefit Protection Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Americans with Disabilities Act, the Family Worker Adjustment and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the New York State or City Human Rights LawsFamily and Medical Leave Act, each all as amended, including any regulations or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesguidelines thereunder. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release affect any rights that Employee may have under health insurance plans, under the Company from its obligations under this Agreement 401(k) plan or the Employment Agreement; this release shall not release non-qualified deferred compensation plan maintained by the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment AgreementCompany, the by-laws, charter for unemployment or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 2 contracts
Sources: Separation and Release Agreement (Electro Scientific Industries Inc), Separation and Release Agreement (Electro Scientific Industries Inc)
General Release. Employee a. Executive hereby irrevocably and unconditionally releasesagrees not to ▇▇▇ or file any action, acquitsclaim or lawsuit against the Company, pursue, seek to recover or recover any alleged damages, seek to obtain or obtain any other form of relief or remedy with respect to, and to take any action to cause the dismissal or withdrawal of, any lawsuit, action, claim or charge against the Company.
b. Executive hereby waives all claims and releases and forever discharges discharges, the Company and its affiliatesCompany, and their each of its officers, directors, partnersstockholders and employees, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligationsactions, causes of actionaction or liabilities for compensatory damages or any other relief or remedy, promises, agreements, controversies, liens, damages and liabilities from and against any and all obligations of every any kind based upon any past action, omission or eventnature whatsoever, whether known or unknown, fixed or contingent, liquidated or unliquidated, and whether arising from tort, statute, or contract, including, but not in litigation which Employee may have limited to:
(i) any claims arising under or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating pursuant to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1991, the Civil Rights Act of 1866, as amended, the Americans with With Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Occupational Safety & Health Act, the Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActExecutive Orders 11246 and 11375, the Family Worker Adjustment and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Retraining Notification Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other state, federal, state city, county or local lawstatute, rule, regulation, ordinance or common laworder, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of for future consideration for employment or with the Company; and
(ii) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and costs and any employment rights or entitlement law; and
(iii) any claims for future damages wrongful discharge, intentional infliction of emotional distress, defamation, libel or slander, payment of wages, outrageous behavior, breach of contract or any duty allegedly arising from owed to Executive, and any other theory of recovery. It is the alleged continuation intention of the effects of any past action, omission or eventparties to make this release as broad and as general as the law permits. Notwithstanding the foregoing, this release shall Executive does not release WCI from any obligation to Executive under the Company Agreement, or from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights Executive may have solely in Executive’s capacity as a holder of the Executive to indemnification under the terms securities of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyWCI.
Appears in 2 contracts
Sources: Severance and Nonsolicitation Agreement (Wci Communities Inc), Severance and Nonsolicitation Agreement (Wci Communities Inc)
General Release. In consideration of the Separation Benefits, Employee hereby irrevocably releases and unconditionally releasesdischarges UCH, acquitsCompany, and forever discharges the Company each of their subsidiaries and its affiliates, affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to Employee’s employment with the Company and/or by, or services rendered to or for, Company, UCH or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Rehabilitation Act, the Immigration Occupational Safety and Reform Control Health Act, the Uniform Services Employment and Re-Employment Employee Retirement Income Security Act (“ERISA”), the Illinois Human Rights Act, the Rehabilitation Act of 1973Illinois Wage Payment and Collection Act, and the New York State or City Texas Commission on Human Rights LawsAct, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any Section 1542 of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with California Civil Code, New Jersey’s Conscientious Employee unfairly or in bad faithProtection Act, and any actions raising tortious other statutory, tort, contract or common law cause of action, other than claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly liabilities arising from the alleged continuation a breach by UCH or Company of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from (a) its obligations under this Agreement or the Employment Consulting Agreement; this release shall not release the Company from , (b) its post-employment obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, (c) its obligations under its qualified retirement plans in which Employee participates (the by-laws“Qualified Plans”), charter (d) its obligations under Employee’s outstanding grants of stock options (the “Stock Option Award”), or (e) its obligations under existing agreements governing Employee’s flight benefits relating to other airlines, if any. UCH and Company hereby release Employee from any insurance policy under which the Executive is entitled to coverage; and this release does not waiveall claims or liabilities, release known or otherwise discharge unknown, of any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined kind in any claimway relating to or pertaining to Employee’s employment by, chargeor services rendered to or for, action or proceeding whatsoever against the UCH, Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breach by Employee of (i) this Agreement, the Releasees arising out Consulting Agreement, or the Employment Agreement or (ii) Employee’s obligations under the Qualified Plans, under the Stock Option Award, under any other compensation plan or program of UCH or Company, or under existing agreements governing Employee’s flight benefits relating to any other airlines, if any. These releases are to be broadly construed in favor of the matters set forth released persons. The releases in this paragraph. Employee further represents that Employee will paragraph do not be entitled apply to any rights or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out arise after the date of execution of this Agreement by Employee, Company, and UCH. Notwithstanding the matters released herebyforegoing, the post-employment obligations created by this Agreement, the Consulting Agreement, the Employment Agreement, any Qualified Plans, Employee’s Stock Option Award, or outstanding awards under any other compensation plan or program of UCH or Company, or under existing agreements governing Employee’s flight benefits relating to other airlines, if any, are not released.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (United Air Lines Inc)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the “Releasees” hereunder, acquitsconsisting of Sunstone Hotel Investors, Inc., a Maryland corporation and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, and forever discharges the Company and its affiliates, and each of their officersagents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys’ fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-In Employment Act, the Rehabilitation Act of 1973Americans With Disabilities Act, and the New York State or City Human Rights LawsCalifornia Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, each as amendedWHICH PROVIDES AS FOLLOWS: “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, or any other federalWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, state or local lawBEING AWARE OF SAID CODE SECTION, regulationHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, ordinance or common lawAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 2 contracts
Sources: Change in Control Agreement (Sunstone Hotel Investors, Inc.), Change in Control Agreement (Sunstone Hotel Investors, Inc.)
General Release. Employee covenants and agrees that Employee hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and its affiliatesLowe’s, and their as well as each of Lowe’s officers, directors, partnersemployees, membersparents, shareholderssubsidiaries, representativesor related entities and agents (Lowe’s and Lowe’s officers, agentsdirectors, attorneysemployees, parents, subsidiaries, related entities, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, agents being collectively referred to herein as the “Releasees”) ), or any of them, from any and all rightscharges, complaints, claims, chargesliabilities, obligations, promises, demands, obligationscosts, causes of actionlosses, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknowndebts, and whether expenses (including attorney fees and costs actually incurred), of any nature whatsoever, in law or not in litigation which Employee may have equity, arising out of Employee’s employment with Lowe’s or which the termination of Employee’s employment with Lowe’s (other than any claim arising out of the breach by Lowe’s of the terms of this Agreement), including, without limitation, all claims asserted or that could be asserted by another on EmployeeEmployee against Lowe’s behalfin any litigation arising in federal, based on state, or municipal court asserting any actionclaim arising from any alleged violation by the Releasees of any federal, omission state, or event relating to Employee’s employment with local statutes, ordinances, or common law, including, but not limited to, the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Employment Fair Labor Standards Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and Medical Leave Act, the New York State or City Human Civil Rights LawsAct of 1866, each as amendedthe North Carolina Retaliatory Employment Discrimination Act, or the North Carolina Persons with Disabilities Protection Act, and any other federalemployment discrimination laws, state or local lawas well as any other claims based on constitutional, regulationstatutory, ordinance or common law, or under regulatory grounds, as well as any policyclaims based on theories of retaliation, agreementwrongful or constructive discharge, understanding breach of contract or promiseimplied covenant, written fraud, misrepresentation, intentional and/or negligent infliction of emotional distress, or oraldefamation (“Claim” or “Claims”), formal which Employee now has, owns, or informalholds, between or claims to have, own, or hold, or which Employee and the Company had, owned, or held, or claimed to have, own or hold at any time before execution of this Agreement, against any or all of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall however, Employee specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if any, under the Company from its obligations under this Agreement Lowe’s 401(k) Plan, ▇▇▇▇’▇ Companies Benefit Restoration Plan, ▇▇▇▇’▇ Companies Cash Deferral Plan, ▇▇▇▇’▇ Companies Employee Stock Ownership Plan or the Employment Agreement; this release shall ▇▇▇▇’▇ Companies Employee Stock Purchase Plan – Stock Options for Everyone. Employee specifically does not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Retirement Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Sources: Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably and unconditionally releasesacknowledged, acquits(“Employee”), does hereby release and forever discharges discharge Chindex International, Inc. (the Company “Company”), its subsidiaries and its affiliates, and all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, past and family members of the aforementioned present directors, officers, partners, employees, and agents (collectivelyeach, the a “ReleaseesReleasee”) ), both individually and in their official capacities, from any and all rights, claims, chargescauses of action (in law or in equity), suits, liabilities, demands, obligationsdamages, causes losses, costs or expenses (including attorneys’ fees), of actionany nature whatsoever, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent (hereinafter called “Claims”), which Employee ever had, now has or may hereafter have against any of the Releasees by reason of any and all acts, omissions, events or which could be asserted by another facts occurring or existing on Employee’s behalfor prior to the date hereof, based on any action, omission or event relating to Employee’s in connection with his employment with the Company and/or or the cessation thereof through termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between the date Employee executes this Agreement. This General Release includes actions claiming Company and Employee; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions on the Company’s right to terminate Employee’s employment; and any alleged violation of any federal, state or local statute or ordinance including without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act(“ADEA”), the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973, and any applicable state employment laws. Excluded from the New York State or City Human Rights Lawsscope of this Release, each as amendedhowever, or are (i) any other federal, state or local law, regulation, ordinance or common law, or right Employee has to indemnification under any policy, agreement, understanding agreement with or promise, written or oral, formal or informal, between Employee and governing documents of the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithits affiliates, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (ii) any rights of Employee arising under his Amended and Restated Employment Agreement with the Executive to indemnification Company dated November , 2011 (or under the terms any employee benefit plan of the Employment Agreement, Company) after the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and effective date of this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 1 contract
General Release. Employee I hereby irrevocably and unconditionally releases, acquits, agree to release and forever discharges discharge the Company Company, its subsidiaries and its affiliates, and its and their directors and officers, directorspredecessors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively “Releasees”) from any and all rightsactions or causes of action, suits, claims, charges, demandscomplaints, obligationscontracts and promises whatsoever, causes in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or the Releasees including all unknown, undisclosed and whether unanticipated losses, wrongs, injuries, debts, claims and/or damages arising out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s way connected with my employment with the Company and/or or its subsidiaries and the cessation thereof through the date Employee executes this Agreementof such employment. This General Release includes actions claiming shall include but not be limited to any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e Section 1981 et seq., . of Title 42 of the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993United States Code, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the Equal Pay Occupational, Safety and Health Act, Executive Law Section 290 et seq., each of the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973foregoing as amended, and the New York any and all other Federal, State or City Human Rights Laws, each as amendedlocal civil or human rights laws, or any other federalalleged violation of any local, state State or local Federal law, regulationregulation or ordinance, ordinance or common law, or under any and/or public policy, agreement, understanding contract or promise, written tort or oral, formal or informal, between Employee common-law claim having any bearing whatsoever on the terms and conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or any shall have as of the Releaseesdate of this General Release. This General Release also includes any claims for wrongful discharge or that does not constitute a waiver of my right to bring action against the Company or any to enforce the terms and provisions of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawSeverance Agreement. This General Release is for does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any and all relief, without regard to its form litigation regarding matters or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from actions taken within the alleged continuation scope of my responsibilities as an employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 1 contract
General Release. a. In exchange for the good and valuable consideration provided by Orchid in this Agreement, the Employee hereby irrevocably and unconditionally releasesunconditionally, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each on behalf of the affiliatesEmployee and the Employee’s heirs, predecessorsexecutors, administrators, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) ), forever releases and discharges Orchid, its subsidiaries, affiliates and Related Entities (as defined below), and all officers, directors, agents and employees of the foregoing (collectively, the “Released Group”), from all claims, grievances, liabilities, actions, damages, demands and lawsuits of any kind whatsoever (collectively, “Claims”), in law or at equity, which the Releasors had, now have or hereafter may have against the Released Group or any of them, and agrees that he has waived the Releasors’ right to assert any such Claim.
b. Without limiting the foregoing general waiver and release, the Employee specifically waives and releases the Released Group from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission Claim arising from or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating related to the Employee’s employment relationship with the Company and/or or the cessation thereof termination thereof, including, without limitation: (a) claims under any state or federal discrimination fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964Separation Date), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, including the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State Jersey Law Against Discrimination; (b) claims under any local, state or City Human Rights Lawsfederal securities law, each including, without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and any other federalstate or local securities statutes and regulations; (c) claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date; (d) claims under any state or federal common law theory; and (e) any other Claim arising under local, state or local lawfederal statutory, regulation, ordinance regulatory or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. .
c. Notwithstanding the foregoing, this release shall section does not release the Company Orchid from its obligations under any obligation expressly set forth in this Agreement Agreement, does not act as a waiver or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive Employee’s right, if any, to individual conversion privileges under any medical, dental, long term disability, life insurance, and other welfare program or to indemnification under pursuant to the terms of the Employment Agreement, the Company’s by-laws, charter does not act as a waiver or release of any claims that the Employee cannot by law waive or release, and does not prohibit the Employee from challenging the validity of this release under the federal Age Discrimination in Employment Act (“ADEA”), filing a charge or complaint of age discrimination with the federal Equal Employment Opportunity Commission (“EEOC”), or participating in any investigation or proceeding conducted by the EEOC. In addition, nothing in this release or this Agreement shall limit the Released Group’s right to seek immediate dismissal of such charge or complaint on the basis that the Employee’s signing of this Agreement constitutes a full release of any individual rights under the ADEA or other laws, or to seek recovery from the Employee, to the extent permitted by law, of the Consideration provided to the Employee under this Agreement in the event that the Employee successfully challenges the validity of this release and prevails on the merits of a claim under the ADEA or other laws.
d. For purposes of this Agreement, the term “Related Entities” will include any corporation, partnership or other entities within Orchid’s “single employer” group as defined under Section 414 of the Internal Revenue Code (the “Code”), Orchid’s controlled group under Section 1563 of the Code, any 50% joint venturer or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any other applicable provisions of the Releasees arising out of Code, whether foreign or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydomestic entities.
Appears in 1 contract
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably and unconditionally releasesacknowledged, acquits(“Employee”), does hereby release and forever discharges discharge Chindex International, Inc. (the Company “Company”), its subsidiaries and its affiliates, and all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, past and family members of the aforementioned present directors, officers, partners, employees, and agents (collectivelyeach, the a “ReleaseesReleasee”) ), both individually and in their official capacities, from any and all rights, claims, chargescauses of action (in law or in equity), suits, liabilities, demands, obligationsdamages, causes losses, costs or expenses (including attorneys’ fees), of actionany nature whatsoever, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent (hereinafter called “Claims”), which Employee ever had, now has or may hereafter have against any of the Releasees by reason of any and all acts, omissions, events or which could be asserted by another facts occurring or existing on Employee’s behalfor prior to the date hereof, based on any action, omission or event relating to Employee’s in connection with his employment with the Company and/or or the cessation thereof through termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between the date Employee executes this Agreement. This General Release includes actions claiming Company and Employee; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions on the Company’s right to terminate Employee’s employment; and any alleged violation of any federal, state or local statute or ordinance including without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act(“ADEA”), the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973, and any applicable state employment laws. Excluded from the New York State or City Human Rights Lawsscope of this Release, each as amendedhowever, or are (i) any other federal, state or local law, regulation, ordinance or common law, or right Employee has to indemnification under any policy, agreement, understanding agreement with or promise, written or oral, formal or informal, between Employee and governing documents of the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithits affiliates, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (ii) any rights of Employee arising under his Employment Agreement with the Executive to indemnification Company dated September 29, 2008 (or under the terms any employee benefit plan of the Employment Agreement, Company) after the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and effective date of this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 1 contract
General Release. Employee In consideration for the supplemental severance pay, outplacement services and other benefits to be provided to me under the Agreement of Executive Severance Terms between ABITIBIBOWATER INC. (the “Company”) and me dated , 2011 (the “Severance Agreement”), I, on behalf of myself and my spouse, family and heirs, executors, administrators, attorneys, agents and assigns, hereby irrevocably and unconditionally releaseswaive, acquits, release and forever discharges discharge the Company and its subsidiaries, divisions and affiliates, whether direct or indirect, and their joint ventures and joint venturers (including its and their respective directors, officers, directorsassociates, partners, membersemployees, shareholders, representatives, partners and agents, attorneyspast, present and employees future), and each of the affiliates, their respective predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively referred to as “Releasees”) ), from any and all rights, claims, charges, demands, obligationsknown or unknown actions, causes of action, promises, agreements, controversies, liens, damages and claims or liabilities of every any kind based upon any past action, omission which have been or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating against the Releasees related to Employee’s my employment with and/or separation from employment with the Company and/or the cessation thereof through any other occurrence up to and including the date Employee executes of this Waiver and Release Agreement (“Agreement. This General Release includes actions claiming violation ”), including but not limited to:
(a) claims, actions, causes of action or liabilities arising under the Worker Adjustment and Retraining Notification Act as amended (the “WARN Act”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by (the Older Workers’ Benefit Protection Act“ADEA”), Sections 1981 through 1988 of Title 42 of the Family United States Code, as amended, and Medical Leave the Civil Rights Act of 19931991, the Employee Retirement Income Security Act of 1974as amended, the Fair Labor Standards Act, as amended, the Equal Pay Federal Occupational Safety and Health Act, as amended, the Immigration and Reform Control Employee Retirement Income Security Act, the Uniform Services Employment and Re-Employment Actas amended, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and/or any other federal, state state, municipal or local lawemployment discrimination statutes, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter regulations, ordinances or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, executive orders (including, but not limited to, any claim for earned but unpaid wagesclaims based on age, workers’ compensation sex, attainment of benefit plan rights or entitlement to plan benefits, unemployment benefitsentitlement to prior notice, race, color, religion, national origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation and vested 401(kveteran status); and/or
(b) benefits. By signing this releaseclaims, Employee represents that Employee has not commenced or joined in any claimactions, charge, causes of action or proceeding liabilities arising under any other federal, state, municipal or local statute, law, ordinance, regulation, constitution or executive order; and/or
(c) any other claim whatsoever against including, but not limited to, claims for severance pay, claims for salary/wages/commissions/bonus, claims for expense reimbursement, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever relating to my employment with and/or separation from employment with the Company or and/or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyother Releasees.
Appears in 1 contract
Sources: Executive Severance Agreement (AbitibiBowater Inc.)
General Release. Employee hereby (a) Executive, on Executive's own behalf, and on behalf of Executive's heirs, family members, executors, agents, and assigns, unconditionally, irrevocably and unconditionally releasesabsolutely releases and discharges LPL, acquitsLPL Holdings, Inc. and LPL Financial Holdings, Inc., and forever discharges the Company any parent and its affiliatessubsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future managers, officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, assigns (each a “Released Party” and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), from any and all rights, claims, chargesdamages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every kind based upon any past action, omission or eventwhatever nature, whether known or unknown, and whether asserted or not unasserted, actual or potential, in litigation which Employee may law or equity, that the Executive ever had, now has or shall have against the Released Parties arising out of or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s any event occurring or circumstance existing up to the date Executive signs this Post-Employment Release, including but not limited to those arising out of or relating to Executive's employment with any of the Company and/or Released Parties or the cessation thereof through the date Employee executes this Agreementtermination of that employment. This General Release includes actions claiming violation is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, as amendedSections 1981 and 1983 of the Civil Rights Act of 1866, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActExecutive Order 11246, the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), as amended by the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment wage payment, wage and Re-Employment Acthour and fair employment practices statutes of the Commonwealth of Massachusetts or any other state in which Executive has provided services to any of the Released Parties, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each all as amended, or ; any other federal, state or and local law, regulation, ordinance or common lawother requirement relating to employment or termination of employment; and all claims to any non-vested ownership interest in the Company, contractual or under any policyotherwise, agreementincluding but not limited to claims to stock, understanding restricted stock or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesstock options. This General Release also includes any claims for wrongful discharge termination, defamation, intentional or that the Company negligent infliction of emotional distress, retaliation, wage and hour law violations, intentional interference with contract, invasion of privacy, personal injury, public policy or any breach of the other Releasees has dealt with Employee unfairly written or in bad faithoral contract, and any actions raising tortious claims agreement or any claim of understanding, express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees ' fees, costs and for future damages allegedly arising expenses. Excluded from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any General Release above are: (i) rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under and claims which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedwaived by law, including, but not limited to, any claim including claims for earned but unpaid wages, workers’ compensation benefits' compensation, unemployment compensation, accrued and vested retirement benefits, and vested 401(kclaims arising after the effective date of this Post-Employment Release; (ii) benefitsclaims for breach of the Separation Agreement; (iii) claims challenging the validity of the Separation Agreement or this Post-Employment Release under the ADEA; (iv) executory rights under applicable stock option agreement(s), stockholders agreement(s) and stock plan(s)) with respect to Executive's ownership of securities of the Company; and (v) rights and claims under common law, statute, and contract with respect to insurance and indemnification for acts or omissions occurring through the Separation Date. By signing Also excluded from this releaseGeneral Release are Executive's rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination) or participate in an agency investigation. Executive is, Employee represents that Employee has not commenced however, waiving all rights to receive money or joined other individual relief in any claim, connection with an administrative charge, covered by the General Release above, regardless of whether that charge is filed by Executive, on Executive's behalf, or on behalf of a group or class to which Executive purportedly belongs.
(b) LPL, LPL Holdings, Inc. and LPL Financial Holdings, Inc., on their behalf, and on behalf of and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future successors and assigns (collectively, “Releasing Parties”) unconditionally, irrevocably and absolutely releases and discharges Executive, Executive's heirs, family members, executors, agents, and assigns individually and in their beneficial capacity (each a “Released Party and collectively, “Released Parties”), from all known claims, damages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action of whatever nature, asserted or proceeding whatsoever unasserted, actual or potential, in law or equity (collectively, “Claims”), that the Releasing Parties ever had or now have against the Company or any of the Releasees Released Parties arising out of or relating to any event occurring or circumstance existing up to the date of this Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the matters set forth in this paragraphReleasing Parties including, without limitation, serving as an officer or director of any of the Releasing Parties. Employee further represents that Employee will Notwithstanding the foregoing, the Released Parties do not be entitled to or accept release any personal recovery in any action or proceeding that may be commenced on his behalf Claims arising out of the matters released herebycriminal or fraudulent misconduct of Executive, provided that the Releasing Parties represent that they do not currently know of any such Claims. Further, and for the avoidance of doubt, nothing in this Paragraph 5(b) is intended to relieve Executive of his continuing obligations under Sections 7, 8, and 9 of the Employment Agreement, nor by this paragraph does the Company waive any claim it may have against Executive arising out of Sections 7, 8, and 9 the Employment Agreement.
Appears in 1 contract
Sources: Confidential Separation Agreement and General Release (LPL Financial Holdings Inc.)
General Release. Employee In consideration for the Separation Benefits, Executive hereby irrevocably releases and unconditionally releases, acquitsdischarges the Company, and forever discharges the Company each of its past and its present parents, subsidiaries, predecessors, successors, assigns, related companies, affiliates, entities or divisions, and their past and present employee benefits plans, trustees, fiduciaries, and administrators, and any and all of their respective past and present stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promisesor liabilities, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether of any kind which Executive, or not Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in litigation which Employee the term “Executive” for purposes of this Section 5) have, had, or may have or which could be asserted by another on Employee’s behalfagainst the Releasees, based on any actionevents or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, omission regardless of whether such claims are now known or event are later discovered, including any and all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, or relating to the cessation thereof through of Executive’s employment or claims related to any rights of continued employment, reinstatement or reemployment, including but not limited to claims or liabilities under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Fair Labor Standards Act, the Family and Medical Leave Act of 1993Rehabilitation Act, the Occupational Safety and Health Act, Employee Retirement Income Security Act of 1974, the Fair Labor Standards Older Worker Benefit Protection Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Uniformed Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Biometric Privacy Act, and the New York State or City Human Rights Lawsany other statutory, each as amendedtort, contract, or common law cause of action to the fullest extent permitted by law, other than any other obligations, claims, or liabilities set forth in the second and third paragraphs of this Section 5. This release is to be broadly construed in favor of the Releasees. In the event any person, entity, or federal, state or local lawgovernment agency, regulationincluding but not limited to the Equal Employment Opportunity Commission (“EEOC”), ordinance pursues a claim on Executive’s behalf or common lawon behalf of a class to which Executive may belong against Employer, Executive hereby waives the right to recover monetary damages or injunctive relief in favor of Executive from or against Employer. Executive acknowledges that the consideration that Executive will receive in exchange for Executive’s waiver of the claims specified herein exceeds anything of value to which Executive is already entitled; that Executive was hereby advised in writing to consult with an attorney and that Executive had at least 21 calendar days to consider this Agreement; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that Executive has not assigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received (or will receive as provided herein) all compensation, benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due; and that Executive has not suffered any injury that resulted, in whole or in part, from Executive’s work at the Company that would entitle Executive to payments or benefits under any policystate worker’s compensation law and the separation of Executive’s employment from the Company is not related to any such injury. Notwithstanding anything to the contrary in this Agreement, agreementExecutive is not waiving (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, understanding including under any pension, supplemental retirement or promisesavings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, written or oral, formal or informal, between Employee the applicable constituent documents (including bylaws and certificates of incorporation) of the Company or its subsidiaries, or any of the Releasees. This General Release also includes any claims for wrongful discharge or applicable D&O insurance policy that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, may maintain; and any actions raising tortious claims or any claim of express or implied contract of employment or (f) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that right which cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any waived as a matter of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebylaw.
Appears in 1 contract
Sources: Separation Benefits and General Release Agreement (Sanfilippo John B & Son Inc)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Agreement. This General Release includes actions claiming violation includes, without limitation: (i) claims at law or equity or sounding in contract (express or implied) or tort; (ii) claims arising under any federal, state or local laws of Title VII any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including, without limitation, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and Medical Leave Act of 1993Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human ▇▇▇▇▇ Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance harassment or retaliation in employment; and the right to bring demands, complaints, causes of action, and claims under any other federal, state, local or common law, statute, regulation or decision); (iii) claims arising under the Employee Retirement Income Security Act; or (iv) any other statutory or common law claims related to my employment with the Company or my separation from the Company. I further covenant not to ▇▇▇ any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims I have, or might subsequently have in my capacity as a stockholder of Orthofix International N.V. In addition, this Release shall not release the Company from its continuing obligation to honor the terms of the Agreement. However, this Release shall remain in full force and effect regardless of any claim by me that the Company failed to honor the terms of the Agreement. In the event of any such dispute, my sole remedy against the Company shall be to enforce the terms of the Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or informalworkers’ compensation benefits, between Employee state disability compensation, claims for any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of law, may not be released by private agreement. I am also not waiving, and nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, BY SIGNING THIS RELEASE, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS RELEASE.
(c) I acknowledge that different or additional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts. I represent and warrant that I have not previously filed or joined in any claims against the Company or any of the Releasees. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer.
(d) I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this Release, but I may voluntarily waive that period by signing it earlier, and I acknowledge that I am being advised herein to consult with legal counsel of my own choosing prior to executing this Release. I understand that for future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to ▇▇▇▇▇▇▇ ▇. Notwithstanding ▇▇▇▇▇▇, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ no later than the foregoingend of the seventh calendar day after I sign this Release. I understand and agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its Release and all obligations regarding any rights of the Executive to indemnification under the terms of Agreement as provided therein. This Release shall be effective on the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee Releasor, for and in consideration of the undertakings of the Company set forth herein, and intending to be legally bound, does hereby irrevocably and unconditionally releasesremise, acquitsrelease, and forever discharges the Company discharge USEC and its parents, subsidiaries, affiliates, and its and their officers, directors, partners, members, shareholders, representatives, employees and agents, attorneys, its and employees and each of the affiliates, predecessors, their respective successors and assigns, heirs, executors, and family members of the aforementioned administrators (collectively, the herein referred to collectively as “Releasees”) of and from any and all rights, claims, charges, demands, obligations, actions and causes of actionactions, promisessuits, agreementsdebts, controversiesclaims and demands whatsoever in law or in equity, lienswhich he ever had, damages now has, or which his heirs, executors or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of his employment with USEC up to and liabilities of every kind based upon any past action, omission or event, whether known or unknownincluding the Resignation Date, and whether particularly, but without limitation, any claims arising from or relating in any way to his employment relationship or the termination of his employment relationship with USEC, including, but not in litigation limited to, any claims which Employee may have been asserted, could have been asserted or which could be asserted by another on Employee’s behalfnow or in the future, based on including any actionclaims under any federal, omission state or event relating to Employee’s employment with local laws, including, but not limited to, the Company and/or United States Constitution, the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Maryland Constitution, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Section 806 of the Americans with Disabilities ActCorporate and Criminal Fraud Accountability Act of 2002, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Fair Labor Standards Act, as amended by amended, the Older Workers’ Benefit Protection National Labor Relations Act, as amended, the Family Labor-Management Relations Act, as amended, the Workers Retraining and Medical Leave Notification Act of 19931988, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, Section 211 of the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Energy Reorganization Act of 19731974, as amended, and the New York State or City Maryland Human Rights LawsAct, each as amended, amended or any other federalMaryland Statute or Regulation. The Parties agree that this Release does not cover any future claim for enforcement of this Agreement, state or local law, regulation, ordinance or common law, or under nor does it cover any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any claim regarding Releasor’s pension benefits which were vested as of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any date of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Sources: Severance Agreement (Usec Inc)
General Release. Employee a. In exchange for the good and valuable consideration provided by Orchid in this Agreement, the Executive hereby irrevocably and unconditionally releasesunconditionally, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each on behalf of the affiliatesExecutive and the Executive’s heirs, predecessorsexecutors, administrators, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) ), forever releases and discharges Orchid, its subsidiaries, affiliates and Related Entities (as defined below), and all officers, directors, agents and employees of the foregoing (collectively, the “Released Group”), from all claims, grievances, liabilities, actions, damages, demands and lawsuits of any kind whatsoever (collectively, “Claims”), in law or at equity, which the Releasors had, now have or hereafter may have against the Released Group or any of them, and agrees that he has waived the Releasors’ right to assert any such Claim, arising out of facts or events occurring prior to Executive’s execution of this Agreement.
b. Without limiting the foregoing general waiver and release, the Executive specifically waives and releases the Released Group from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission Claim arising from or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating related to Employeethe Executive’s employment relationship with the Company and/or or the cessation thereof termination thereof, including, without limitation: (a) claims under any state or federal discrimination fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964Separation Date), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, including the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State Jersey Law Against Discrimination; (b) claims under any local, state or City Human Rights Lawsfederal securities law, each including, without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and any other federalstate or local securities statutes and regulations; (c) claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date; (d) claims under any state or federal common law theory; and (e) any other Claim arising under local, state or local lawfederal statutory, regulation, ordinance regulatory or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. .
c. Notwithstanding the foregoing, this release shall section does not release Orchid from any obligation expressly set forth in this Agreement, does not act as a waiver or release of the Company Executive’s right, if any, to individual conversion privileges under any medical, dental, long term disability, life insurance, and other welfare program, does not act as a waiver or release of any claims that the Executive cannot by law waive or release, and does not prohibit the Executive from its obligations challenging the validity of this release under the federal Age Discrimination in Employment Act (“ADEA”), filing a charge or complaint of age discrimination with the federal Equal Employment Opportunity Commission (“EEOC”), or participating in any investigation or proceeding conducted by the EEOC. In addition, nothing in this release or this Agreement shall limit the Released Group’s right to seek immediate dismissal of such charge or complaint on the basis that the Executive’s signing of this Agreement constitutes a full release of any individual rights under the ADEA or other laws, or to seek recovery from the Executive, to the extent permitted by law, of the Consideration provided to the Executive under this Agreement in the event that the Executive successfully challenges the validity of this release and prevails on the merits of a claim under the ADEA or other laws.
d. For purposes of this Agreement, the term “Related Entities” will include any corporation, partnership or other entities within Orchid’s “single employer” group as defined under Section 414 of the Internal Revenue Code (the “Code”), Orchid’s controlled group under Section 1563 of the Code, any 50% joint venturer or any other applicable provisions of the Code, whether foreign or domestic entities.
e. Notwithstanding anything herein to the contrary, this Agreement shall not waive or release the Executive’s right to (a) indemnification pursuant to Section 11 of the Employment Agreement between Executive and the Company and (b) any gross up payments due pursuant to the Employment Agreement; this release shall not release the Company from its . The Company’s obligations regarding any rights of the Executive to indemnification under the terms of indemnify Executive, and to make “double gross up” payments as specifically set forth in the Employment Agreement, survive the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; execution of this Agreement and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyare incorporated herein by reference.
Appears in 1 contract
General Release. In consideration for the Payment, Employee hereby irrevocably fully and unconditionally releasescompletely releases and gives up any and all waivable claims and rights that Employee may have against the Company, acquitsits parents, subsidiaries, and forever discharges the Company and its affiliates, including but not limited to Greenlane Holdings, Inc., Warehouse Goods, LLC, and Vape World Distribution Ltd., and each of their officers, directors, partners, members, shareholders, representativesemployees, agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and employees and each of the affiliates, and all of their predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ). This Agreement applies to all waivable claims resulting from any and all rightsanything that has happened up through the date that Employee signs this Agreement, claims, charges, demands, obligations, causes including claims of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may have or which could be asserted by another on arise from events that occur after Employee signs this Agreement. Without limiting the generality of the foregoing, Employee specifically releases all waivable claims relating to: (i) Employee’s behalfemployment by the Company, based on any actionthe terms and conditions of such employment, omission or event relating the Employment Agreement between the Company and Employee, employee benefits related to Employee’s employment with the Company Company, the termination of Employee’s employment with the Company, and/or any of the cessation thereof through events relating directly or indirectly to or surrounding such termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), (iii) any claim under the date Employee executes this AgreementOntario Employment Standards Act, 2000, or any other similar legislation, under contract, and/or at common law. This General Release includes actions claiming violation all claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Worker’s Adjustment and Retraining Notification Act (“WARN”) and any state equivalent, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974amended, the Fair Labor Standards Act, the Equal Pay Act (“EPA”), the Family and Medical Leave Act, the Immigration and Reform Control Actas amended (“FMLA”), the Uniform Services Employment Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and Re-Employment Act, 504 of the Rehabilitation Act of 1973, the Genetic Information Non-Discrimination Act, the L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Fair Credit Reporting Act, the False Claims Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Uniformed Services Employment and Reemployment Rights Act, the New York State or City Human Rights LawsOccupational Safety and Health Act (“OSHA”), each as amendedthe National Labor Relations Act (“NLRA”), or any other federalnational, state or local discrimination, harassment, whistle blowing or retaliation law; (iv) any and all claims under any provision of law, regulationstatutory or decisional, ordinance and otherwise; (v) any and all claims for damages of any kind whatsoever, including without limitation compensatory, punitive, treble, liquidated and/or consequential damages; (vi) any and all claims under any contract, whether express or common lawimplied, and all claims in equity; (vii) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (viii) any and all claims for violation of any statutory or administrative rules, regulations or codes; and (ix) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like and/or (x) any other claim based upon any Canadian, federal, state, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company local law or any alleged wrongful conduct or injury arising out of or in any way connected with any acts or omissions occurring on or prior to the Releaseesdate Employee signs this Agreement. This General Release also includes any claims for wrongful discharge or Employee represents that Employee knows of no claim that Employee has against the Company or any of the other Releasees has dealt with that is not released by this Section 4. Employee unfairly or in bad faith, understands and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawagrees that this Agreement is binding on Employee and on anyone who succeeds to Employee’s rights. This General Release is for any I further represent and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release confirm that the Company from its obligations under this Agreement has complied with the Ontario Human Rights Code in respect of my employment and/or the termination of my employment. I agree that I will not disparage or the Employment Agreement; this release shall not release criticize the Company from its obligations regarding in any rights of the Executive to indemnification under the terms of the Employment Agreementway, the by-lawswhich includes specifically on or through any internet or social medial postings or comments, charter whether attributed or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge anonymous. I further agree that I should hereafter make any claim or cause of action that cannot legally be waiveddemand or commence or threaten to commence any action, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action complaint or other proceeding whatsoever against the Company or any of the Releasees arising out of or relating Company, I agree that this document may be raised as a complete defense and bar to any of such proceeding. Employee intends the matters release set forth in this paragraph. Employee further represents that Employee will not be entitled Agreement to include all claims encompassed by this Section 4, known and unknown, intends to waive and relinquish every right or accept any personal recovery in any action benefit they had, have or proceeding that may be commenced on his behalf arising out of the matters released herebyhave and intend their release to extend to, and include without limitation, all claims which are presently unknown, unanticipated and/or unsuspected.
Appears in 1 contract
General Release. Employee In consideration for the compensation extended to Executive under the Employment Agreement, which consideration is in excess of anything of value to which Executive may already be entitled without this Release, the sufficiency of which is hereby irrevocably acknowledged, Executive, on behalf of himself and unconditionally releaseshis heirs, acquitsestates, and forever discharges the Company and its affiliatesexecutors, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsadministrators, successors and assigns, does hereby irrevocably and family members unconditionally release, acquit and forever discharge ACNB Corporation, ACNB Bank and all of the aforementioned (collectivelyACNB’s subsidiaries, the “Releasees”) affiliates and related entities, and all of their Boards, directors, officers, affiliates, agents, contractors, consultants, attorneys, insurers, representatives and employees, past and present, collectively or individually, and their successors and assigns, from any and all rights, claims, charges, demands, obligationslosses, liabilities, and causes of actionaction of any nature or kind whatsoever related to Executive’s employment with ACNB or separation therefrom, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether suspected or not in litigation unsuspected, which Employee may have arose or which could be asserted by another accrued on Employee’s behalf, based on any action, omission or event relating before the effective date of this Agreement (hereafter collectively referred to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreementas “Claims”). This General Release includes actions claiming violation all claims, without limitation, for discrimination, wrongful discharge, breach of Title VII contract (whether express or implied), interference with contract, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, emotional distress, fraud, misrepresentation, conspiracy, defamation, claims arising under the Civil Rights Act Acts of 19641964 and 1991, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the amended, Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Federal Equal Pay Act, the Immigration Reform and Reform Control Act, the Uniform Uniformed Services Employment and ReReemployment Rights Act, Genetic Information Non-Employment Discrimination Act, Employee Retirement Income Security Act(s), Family and Medical Leave Act, Worker Adjustment Retraining and Notification Act, the Rehabilitation Act Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, any claim under Maryland law, including Title 20 of 1973the State Government Article of the Maryland Annotated Code, and the New York State or City Human Rights Laws, each as amended, or any other state or local plant closing laws, fair employment practices acts, wage payment and collection laws, minimum wage acts, equal pay acts, and any and all other claims arising under federal, state or local law, rule, regulation, ordinance constitution, ordinance, common law or common law, or under any public policy, agreementwhether known or unknown, understanding or promisearising up to and including the date of execution of this Agreement. BY SIGNING THIS AGREEMENT, written or oralEXECUTIVE AGREES TO GIVE UP, formal or informalOR WAIVE, between Employee and the Company or any of the ReleaseesANY RIGHTS OR CLAIMS EXECUTIVE MAY HAVE HAD UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. §621 et. seq., AS AMENDED, OR ANY OTHER STATUTE OR OTHER LAW, BASED ON ACTIONS OF ACNB, ITS EMPLOYEES OR AGENTS, WHICH OCCURRED UP THROUGH THE DATE YOU SIGN THIS AGREEMENT. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithexcludes, and Executive does not waive, release, or discharge: (1) any actions raising tortious claims right to file an administrative charge or complaint with, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or National Labor Relations Board (although Executive agrees that Executive shall not seek, accept or be entitled to any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all monetary relief, without regard to its form whether for Executive individually or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly as a member of a class or group arising from the alleged continuation any such charge, complaint or investigation pursued by Executive or on Executive’s behalf, individually or as a member of the effects of any past action, omission a class or event. Notwithstanding the foregoing, this release shall group); (2) claims which cannot release the Company from its obligations under this Agreement or the Employment Agreementbe waived by law; this release shall not release the Company from its obligations regarding and (3) any rights of to vested benefits, such as pension or retirement benefits, the Executive rights to indemnification under which are governed by the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverageapplicable plan documents and/or award agreements; and further provided, that this release General Release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating extend to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out arise after the date of execution of this Agreement. Executive acknowledges that Executive has been fully compensated for all hours worked during Executive’s employment with ACNB, up to and including the matters released herebydate of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Acnb Corp)
General Release. Employee hereby a. Executive, on behalf of himself, his heirs and assigns, irrevocably and unconditionally releasesreleases Corporation, acquitsMHC and Bank and their respective predecessors, and forever discharges the Company and its successors, affiliates, and their officerssubsidiaries, parents, partners, shareholders, directors, partners, members, shareholders, representativesofficers, agents, employees, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) all other persons or entities who could be said to be jointly or severally liable with them from any and all rights, claims, chargescontroversies, liabilities, demands, obligations, causes of action, debts, obligations, promises, acts, agreements, controversies, liens, and damages and liabilities of every whatever kind based upon any past action, omission or eventnature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or contingent, related to Executive’s employment, termination of employment, ▇▇▇▇▇▇ Employment Agreement or termination thereof, including but not limited to, any and all claims for breach of express or implied contract or covenant of good faith and fair dealing (whether written or not in litigation which Employee may have oral), all claims for retaliation or which could be asserted by another on Employee’s behalfviolation of public policy, breach of promise, detrimental reliance or tort (e.g., intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or advantageous relationship, etc.), whether based on any action, omission common law or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of otherwise; all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the Federal Older Workers Benefit Protection Act, 42 U.S.C. 2000e et seq.any whistleblower provision of any statute or law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, ; the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, any other statute, regulation or law or amendments thereto, claims for emotional distress, mental anguish, personal injury, loss of consortium; any and all claims that may be asserted on Executive’s behalf by others (including the Equal Employment Opportunity Commission); or any other federal, state or local laws or regulations relating to employment or benefits associated with Executive’s employment, excepting only:
i. rights to indemnification Executive has under Section 13 of the ▇▇▇▇▇▇ Employment Agreement and that Executive may have under (i) applicable corporate law, regulation(ii) the articles of incorporation, ordinance charter or common lawbylaws of Corporation and Bank, or (iii) as an insured under any policydirector’s and officer’s liability insurance policy now or previously in force;
ii. claims for benefits under any health, agreementdisability, understanding retirement, other similar employee benefit plan or promise, written or oral, formal or informal, between Employee employee pension plan within the meaning of ▇▇▇▇▇; and
iii. the rights Executive may have with respect to the consideration and the Company or any other benefits as provided for under Paragraph 2 of the ReleaseesRelease Agreement. This General Executive, Corporation and Bank acknowledge that this Release also includes any claims for wrongful discharge or that the Company or any Agreement is in full settlement of the other Releasees has dealt with Employee unfairly or disputed claims between the Parties.
b. The foregoing release does not in bad faith, and any actions raising tortious claims or any claim way affect: (1) Executive’s rights of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard indemnification to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation which Executive was entitled immediately prior to his resignation date under Section 13 of the effects of ▇▇▇▇▇▇ Employment Agreement (as defined in the Agreement); (2) Executive’s vested rights under any past actiontax-qualified retirement plan, omission equity plan, or event. Notwithstanding salary continuation plan maintained by Corporation or Bank (both as defined in the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights and as set forth in Section 2 of the Agreement); and (3) the right of Executive to indemnification under take whatever steps may be necessary to enforce the terms of the Employment Agreement.
c. For purposes of this Supplemental Release Agreement, the by-laws“Released Parties” include Corporation, charter or any insurance policy under which MHC, Bank (as defined in the Executive is entitled to coverage; Agreement) and this release does not waivetheir subsidiaries, release or otherwise discharge any claim or cause of action that cannot legally be waivedaffiliates, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, directors and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyofficers.
Appears in 1 contract
General Release. Employee hereby irrevocably Associate states and unconditionally releasesaffirms that as of the date of this Release Agreement, acquitsAssociate has not previously filed or joined in any complaints, charges, or lawsuits against AMERIGROUP with any governmental agency or court of law or equity. Associate agrees, for and forever discharges the Company on behalf of Associate and its affiliatesAssociate’s estate, and their officersheirs, directorsspouse, partners, members, shareholderslife partner, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, that Associate has or will be finally and family members permanently separated from employment with AMERIGROUP as the close of the aforementioned (collectivelybusiness on End Date, the “Releasees”) and that Associate waives, releases and forever discharges AMERIGROUP and all related entities, their directors, officers, employees, attorneys and agents, all of whom are third-party beneficiaries of this Release Agreement, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that Associate has or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeor arising out of Associate’s employment with AMERIGROUP and the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation separation thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family Medical Leave Act, the Equal Pay Act, the Immigration and Reform Control ActWorker’s Compensation laws, the Uniform Services Employment and Re-Employment ActAssociate Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedOlder Workers Benefit Protection Act, or any other Executive Orders, federal, state or local lawlaw relating to employment, regulationemployee benefits or the termination of employment, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any Associate’s employment, excepting only:
(a) Associate’s right to receive payment under Section B.1 of the matters set forth Separation Agreement;
(b) Associate’s right to be offered benefits to which Associate is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”);
(c) Associate’s accrued rights under AMERIGROUP’s 401(k) Plan and the Executive Deferred Compensation Plan; and
(d) Associate’s rights under any Stock Agreements (subject to any effect of Associate’s termination under such agreements) or Employee Stock Purchase Plan. This Release Agreement does not waive any rights or claims that Associate may have which arise after the date Associate signs this Release Agreement. Associate also represents that Associate has not given, sold, assigned, or transferred to any one else, any claim, or a portion of a claim discussed in this paragraphRelease Agreement. Employee Associate also affirms that Associate has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Associate may be entitled. Associate affirms that Associate has been granted any leave to which Associate was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws, and that there has been no retaliation as a result of, interference with, or restraint of Associate’s use of such leave. Associate further represents affirms that Employee will Associate has no known workplace injuries or occupational diseases. Associate further affirms that Associate has not been retaliated against for reporting any allegations of wrongdoing by AMERIGROUP or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Release Agreement does not limit either Party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Associate agrees that if such an administrative claim is made, Associate shall not be entitled to recover any individual monetary relief or accept any personal recovery other individual remedies. Associate further agrees that Associate will not provide information or testimony in any court action against AMERIGROUP except pursuant to a lawful subpoena and that Associate will notify AMERIGROUP of any subpoena or proceeding informal request to testify in court that may be commenced on his behalf arising out she receives within three (3) business days after her receipt of the matters released herebysuch subpoena or informal request.
Appears in 1 contract
General Release. Employee As consideration for the settlement and severance pay and other benefits and promises to which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Releasor, would not be otherwise entitled, which are set forth in the Letter Agreement between Releasor and Medidata Solutions, Inc., dated July 8, 2014 the Releasor, with the intention of binding him/herself, his/her heirs, personal representatives, executors, administrators and assigns, hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the Company and Medidata Solutions, Inc., its affiliates, subsidiaries, parent, predecessor and successor corporations and their employees, officers, directors, partners, members, shareholders, representatives, agents, attorneys, representatives and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned trustees or administrators under any employee benefit plans (collectively, collectively referred to as the “Releasees”) ), from any and all rights, claims, chargesclaims (with the exception of unemployment insurance), demands, obligationsdamages, remedies, contracts (express or implied) and causes of action, promises, agreements, controversies, liens, damages and liabilities action of every any kind based upon any past action, omission or eventnature whatsoever, whether known or unknown, and whether which Releasor had, now has or not in litigation which Employee the future may have or which could be asserted by another on Employee’s behalfhave, based on any action, omission against Releasees arising out of or event relating to Employeeany matter up to the date of the execution of this General Release, including but not limited to any and all claims in connection with Releasor’s employment with Medidata Solutions, Inc. (or with any other Releasee) and the Company and/or termination thereof, excluding any claims to enforce Releasor’s rights under the cessation thereof through the date Employee executes this Letter Agreement. This General Release includes actions claiming violation and the Letter Agreement are sometimes collectively referred to as the “Agreement.” Without limiting the generality of the foregoing, Releasor agrees that he/she knowingly and voluntarily waives all rights he/she has or may have (or that of anyone on her behalf) to commence or prosecute any legal proceeding or action under the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or under any other claims arising under any and all other federal, state and local equal employment, fair employment and civil or human rights laws (whether statutory, regulatory or decisional), under the statutory, regulatory or common law of any jurisdiction, including but not limited to any and all tort claims (e.g., defamation, intentional infliction of emotional distress, negligent hiring, or retention, conversion, interference with contract, abusive discharge), and under any and all federal, state or local lawlaws relating to benefits, regulationlabor or employment standards or retaliation (e.g., ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and whistleblowing). If prior to the Company or any date of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any execution of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past actionRelease, omission Releasor filed charge(s), complaint(s) or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kaction(s) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating related to any matter released or waived herein, Releasor agrees to withdraw or discontinue them and execute all documents necessary to effectuate their withdrawal or discontinuance. Should any proceeding be instituted by or on behalf of Releasor with respect to matters here settled, released or waived, then the matters set forth in Letter Agreement and this paragraphGeneral Release shall be deemed full satisfaction of any such claim(s) and sufficient basis for their immediate dismissal. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRELEASOR ACKNOWLEDGES THAT HE/SHE FULLY UNDERSTANDS THE CONTENTS OF THE LETTER AGREEMENT AND GENERAL RELEASE AND EXECUTES THEM FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Appears in 1 contract
General Release. Employee In consideration of the Agreement, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys, assigns, or any other person who could make a claim on Executive’s behalf, hereby unconditionally and irrevocably and unconditionally releases, acquitswaives, and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and subsidiaries, and their officers, respective directors, partnersowners, members, shareholders, representativesofficers, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, all of the foregoing are referred to as the “ReleaseesReleases”) ), from any and all rights, claims, charges, demands, obligations, causes of action, promisesclaims, agreementsand damages, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventincluding attorneys’ fees, whether known or unknown, and whether foreseen or not in litigation which Employee may have unforeseen, presently asserted or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof otherwise arising through the date Employee executes of his signing of this Agreement, concerning or relating in any way to his employment or separation from employment. This General Release includes actions claiming violation of release includes, but is not limited to, any claims, payments, benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment ActAct (“ADEA”), as amended by the Older Workers’ Benefit Workers Benefits Protection Act, the Family and Medical Leave Act of 1993(“OWBPA”), the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Americans with Disabilities Act, the Equal Pay ActExecutive Order 11246, the Immigration Family and Reform Control Medical Leave Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights LawsWorker Adjustment and Retraining Notification Act, each as amended, or ); any other federal, claim arising under any state or local lawlaws, regulation, ordinance or common lawordinances, or regulations; and any claim arising under any common law principle or public policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or eventTHIS IS A GENERAL RELEASE. Notwithstanding the foregoing, Executive is not releasing any right to enforce this release Agreement and: (a) any claims for benefits payable under any ERISA benefit plan sponsored by the Company and in which he was a participant, or (b) any claims for unemployment compensation or workers compensation benefits or other rights that may not be released as a matter of law. Executive shall not release be prohibited from bringing a claim before the Company from its obligations under EEOC or a similar state agency, but by signing this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled waiving any right to coverage; and this release does not waive, release monetary recovery or otherwise discharge individual relief should the EEOC or similar agency pursue any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of or related to his employment with and/or separation from employment with the matters released herebyCompany.
Appears in 1 contract
Sources: Separation Agreement (Rexahn Pharmaceuticals, Inc.)
General Release. Employee hereby (a) Executive, on Executive's own behalf, and on behalf of Executive's heirs, family members, executors, agents, and assigns, unconditionally, irrevocably and unconditionally releasesabsolutely releases and discharges LPL, acquitsLPL Holdings, Inc. and LPL Financial Holdings, Inc., and forever discharges the Company any parent and its affiliatessubsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future managers, officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, assigns (each a “Released Party” and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), from any and all rights, claims, chargesdamages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every kind based upon any past action, omission or eventwhatever nature, whether known or unknown, and whether asserted or not unasserted, actual or potential, in litigation which Employee may law or equity, that the Executive ever had, now has or shall have against the Released Parties arising out of or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s any event occurring or circumstance existing up to the date Executive signs this Separation Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the Company and/or Released Parties or the cessation thereof through the date Employee executes this Agreementtermination of that employment. This General Release includes actions claiming violation is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, as amendedSections 1981 and 1983 of the Civil Rights Act of 1866, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActExecutive Order 11246, the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), as amended by the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment wage payment, wage and Re-Employment Acthour and fair employment practices statutes of the Commonwealth of Massachusetts or any other state in which Executive has provided services to any of the Released Parties, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each all as amended, or ; any other federal, state or and local law, regulation, ordinance or common lawother requirement relating to employment or termination of employment; and all claims to any non-vested ownership interest in the Company, contractual or under any policyotherwise, agreementincluding but not limited to claims to stock, understanding restricted stock or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesstock options. This General Release also includes any claims for wrongful discharge termination, defamation, intentional or that the Company negligent infliction of emotional distress, retaliation, wage and hour law violations, intentional interference with contract, invasion of privacy, personal injury, public policy or any breach of the other Releasees has dealt with Employee unfairly written or in bad faithoral contract, and any actions raising tortious claims agreement or any claim of understanding, express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees ' fees, costs and for future damages allegedly arising expenses. Excluded from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any General Release above are: (i) rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under and claims which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedwaived by law, including, but not limited to, any claim including claims for earned but unpaid wages, workers’ compensation benefits' compensation, unemployment compensation, accrued and vested retirement benefits, and vested 401(kclaims arising after the effective date of this Separation Agreement; (ii) benefitsclaims for breach of this Separation Agreement; (iii) claims challenging the validity of the Separation Agreement under the ADEA; (iv) executory rights under applicable stock option agreement(s), stockholders agreement(s) and stock plan(s)) with respect to Executive's ownership of securities of the Company; and (v) rights and claims under common law, statute, and contract with respect to insurance and indemnification for acts or omissions occurring through the Separation Date. By signing this releaseAlso excluded from the General Release are Executive's rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination) or participate in an agency investigation. Executive is, Employee represents that Employee has not commenced however, waiving all rights to receive money or joined other individual relief in any claim, connection with an administrative charge, covered by the General Release above, regardless of whether that charge is filed by Executive, on Executive's behalf, or on behalf of a group or class to which Executive purportedly belongs.
(b) LPL, LPL Holdings, Inc. and LPL Financial Holdings, Inc., on their behalf, and on behalf of and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future successors and assigns (collectively, “Releasing Parties”) unconditionally, irrevocably and absolutely releases and discharges Executive, Executive's heirs, family members, executors, agents, and assigns individually and in their beneficial capacity (each a “Released Party and collectively, “Released Parties”), from all known claims, damages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action of whatever nature, asserted or proceeding whatsoever unasserted, actual or potential, in law or equity (collectively, “Claims”), that the Releasing Parties ever had or now have against the Company or any of the Releasees Released Parties arising out of or relating to any event occurring or circumstance existing up to the date of this Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the matters set forth in this paragraphReleasing Parties including, without limitation, serving as an officer or director of any of the Releasing Parties. Employee further represents that Employee will Notwithstanding the foregoing, the Released Parties do not be entitled to or accept release any personal recovery in any action or proceeding that may be commenced on his behalf Claims arising out of the matters released herebycriminal or fraudulent misconduct of Executive; provided that the Releasing Parties represent that they do not currently know of any such Claims. Further, and for the avoidance of doubt, nothing in this Paragraph 5(b) is intended to relieve Executive of his continuing obligations under Sections 7, 8, and 9 of the Employment Agreement, nor by this paragraph does the Company waive any claim it may have against Executive arising out of Sections 7, 8, and 9 the Employment Agreement.
Appears in 1 contract
Sources: Confidential Separation Agreement and General Release (LPL Financial Holdings Inc.)
General Release. Employee EMPLOYEE, on his own behalf and on behalf of his descendants, dependents, spouse, heirs, executors, administrators, assignees and successors, and each of them, hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the Company and any and all of its affiliatesparent, subsidiary, and their affiliated corporations, businesses and partnerships, and all of its officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, insurers, employee benefits plans, past and employees and each of present, as well as the affiliatesheirs, executors, administrators, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesRELEASEES”) from and against any and all rightsdamages, costs, claims, chargesdebts, demands, obligationssuits, actions, causes of action, promisesemployment benefits, agreementsgrievances, controversieswages, liensobligations, damages debts and liabilities liability of every any kind based upon any past actionor nature whatsoever, omission or eventincluding but not limited to attorneys’ fees, whether known or unknown, and whether fixed or not in litigation which Employee contingent, that EMPLOYEE ever had or may now or hereafter have or which could be asserted by another on Employee’s behalfclaim to have or incur as a result of any matter whatsoever from the beginning of time through the date of this AGREEMENT, or based on upon the relationship that has heretofore existed between the EMPLOYEE and Company, or arising out of or based upon any actionact, omission or event relating which occurred or should have occurred prior to Employeethe date of this AGREEMENT. EMPLOYEE also hereby covenants not to file a lawsuit or participate in a class action lawsuit to assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This general release includes but is not limited to claims arising out of or in connection with: (i) EMPLOYEE’s employment relationship with Company or the EMPLOYEE’s termination thereof; (ii) any allegation that Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any allegation of violation of Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act, 42 U.S.C. 2000e et seq.the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Age Discrimination in Employment Worker’s Adjustment and Retraining Notification Act, as amended by the Older Workers’ Benefit Protection National Labor Relations Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the Family and Medical Leave Act of 1993; or any other applicable state, municipal or city ordinance; (iv) any allegation of breach of contract, defamation, intentional or negligent infliction of emotional distress, workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any other tort; (v) any allegation of a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the Employee Retirement Income Security Act U.S. Constitution or constitution of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedany state, or any other federal, state or local law, regulationrule, regulation or ordinance pertaining to employment or the termination of employment; and/or (vi) any other statutory or common lawlaw cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not aware of any conduct, occurrences or facts occurring before or during employment with Company or at any time before the date of this AGREEMENT that would constitute a violation of or give rise to a claim under any policystatute, agreement, understanding common law or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included legal theory released in this General Release are Section 4(a). The foregoing release does not extend to EMPLOYEE’s vested right(s), if any, to receive any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification benefit under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause “employee benefit plan,” as defined in Section 3(3) of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyERISA.
Appears in 1 contract
Sources: Confidential General Release and Separation Agreement (Farmer Brothers Co)
General Release. Employee hereby irrevocably a. Executive, for Executive and unconditionally releasesfor Executive’s affiliates, acquitssuccessors, heirs, subrogees, assigns, principals, agents, partners, employees, associates, attorneys, and forever representatives, voluntarily, knowingly, and intentionally releases and discharges the Company and each of its predecessors, successors, parents, subsidiaries, affiliates, and assigns and each of their respective officers, directors, partners, membersprincipals, shareholders, representativesboard members, committee members, employees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “ReleaseesReleased Parties”) from any and all rights, claims, chargesactions, liabilities, demands, obligationsrights, causes damages, costs, expenses, and attorneys’ fees (including, but not limited to, any claim of actionentitlement for attorneys’ fees under any contract, promisesstatute, agreements, controversies, liens, damages and liabilities or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees) of every kind and description from the beginning of time through the Effective Date (the “Released Claims”).
b. The Released Claims include, but are not limited to, those which arise out of, relate to, or are based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeupon: (i) Executive’s employment with the Company and/or or the cessation thereof through termination thereof; (ii) statements, acts, or omissions by the date Employee executes this Agreement. This General Release includes actions claiming violation Released Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties, (except as provided herein) and claims under any severance plan; (iv) any stock or stock option grant, agreement, or plan (except as set forth herein); (v) all federal, state, and municipal statutes, ordinances, and regulations, including, but not limited to, claims of discrimination based on race, color, national origin, age, sex, sexual orientation, religion, disability, veteran status, whistleblower status, public policy, or any other characteristic of Executive under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1964, 1964 (as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993), the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Family and Medical Leave Act, the New York State or City Human Rights Laws, each as amended, Worker Adjustment and Retraining Notification Act or any other federal, state, or municipal law prohibiting discrimination or termination for any reason; (vi) state and federal common law; (vii) the failure of this Agreement, or of any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Executive and the Company are or were parties, to comply with, or to be operated in compliance with, Internal Revenue Code Section 409A, or any similar provision of state or local income tax law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee ; and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or (viii) any claim of express which was or implied contract of employment could have been raised by Executive.
c. This Agreement does not alter or amend any vesting or other cause of action or claims of violation of common law. This General Release is for any terms and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects conditions of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of long-term incentive awards awarded to the Executive to indemnification under the ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company Amended & Restated 2014 Equity Incentive Plan (the “Equity Incentive Plan”), which awards shall be governed by the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters conditions set forth in this paragraphthe Equity Incentive Plan and separate written grant agreements. Employee further represents For purposes of such long-term incentive awards, the Parties understand and agree that Employee will not Executive’s termination of employment shall be entitled deemed to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of initiated by the matters released herebyCompany without “Cause.”
Appears in 1 contract
General Release. Employee hereby irrevocably In return for the special compensation and unconditionally releasesbenefits referenced in this Agreement, acquitswhich Executive acknowledges that he is not otherwise entitled to receive, Executive, on behalf of himself and all of his heirs or personal representatives, agrees to the following:
A. To release Camden, their parent companies, subsidiaries, all affiliates of each, predecessors and successors, and forever discharges the Company and its affiliatesall of their present or former officers, and their officerstrust managers, directors, partners, members, shareholdersmanagers, representatives, employees, agents, attorneysemployee benefit programs, and employees the trustees, administrators, fiduciaries and each insurers of the affiliates, predecessors, successors and assigns, and family members of the aforementioned such programs (collectively, collectively the “ReleaseesReleased Parties”) ), from any and all rights, claims, charges, demands, obligations, causes claims for relief of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventkind, whether known to Executive or unknown, and whether which in any way arise out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating relate to EmployeeExecutive’s employment with at Camden or any of the Company Released Parties, the separation of Executive’s employment from Camden or any of the Released Parties, any agreements between Camden or any of the Released Parties and Executive, including but not limited to the Employment Agreement, as amended, the Share Bonus Agreements, the Award Agreements, the Share Agreements, the Master Exchange Agreements, the KEYSOP Option Agreement, the FFO Bonus Awards, the NDCP, any option grants under the 1993 Share Incentive Plan or the 2002 Share Incentive Plan, and/or concerning any facts or events occurring at any time up to the cessation thereof through the date Employee executes this AgreementEffective Date (as defined below), including, but not limited to, any and all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims. This General Release settlement and waiver includes actions claiming violation all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation slander, defamation, fraud or misrepresentation, any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. 2000e et seq.§ 1981, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Equal Pay Act, as amended by the Older Workers’ Benefit Protection Actamended, the Family Worker Adjustment and Medical Leave Act of 1993Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common lawthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or under any policyapplicable state or local laws or ordinances or any other legal restrictions on Camden’s rights, agreement, understanding or promise, written or oral, formal or informal, between Employee including the Texas Commission on Human Rights Act and Section 451 of the Company Texas Labor Code.
B. Executive further agrees not to file a suit of any kind against Camden or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company Released Parties relating to his employment at Camden or any of the other Releasees has dealt with Employee unfairly or in bad faithReleased Parties, and the separation thereof, any actions raising tortious claims agreements between Camden or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past actionReleased Parties and Executive, omission or event. Notwithstanding the foregoing, this release shall including but not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive limited to indemnification under the terms of the Employment Agreement, as amended, Share Bonus Agreements, the byAward Agreements, the Share Agreements, the Master Exchange Agreements, the KEYSOP Option Agreement, the FFO Bonus Awards, NDCP, any option grants under the 1993 Share Incentive Plan or the 2002 Share Incentive Plan, and/or concerning any facts or events occurring at any time up to the Effective Date or to participate voluntarily in any employment-laws, charter related claim brought by any other party against Camden or any insurance policy of the Released Parties. Even if a court rules that Executive may file a lawsuit against Camden or any of the Released Parties arising from his employment at Camden or any of the Released Parties, or the separation thereof, any agreements between Camden or any of the Released Parties and Executive, and/or concerning any facts or events occurring at any time up to the Effective Date, Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit. Except as provided below, Executive understands that this Agreement and General Release effectively waives any right he might have to ▇▇▇ ▇▇▇▇▇▇ or any of the Released Parties for any claim arising out of his employment at Camden or any of the Released Parties, any agreements between Camden or any of the Released Parties and Executive, including but not limited to the Employment Agreement, as amended, the Share Bonus Agreements, the Award Agreements, the Share Agreements, the Master Exchange Agreements, the KEYSOP Option Agreement, and the FFO Bonus Awards, the NDCP, any option grants under which the 1993 Share Incentive Plan or the 2002 Share Incentive Plan, the separation of his employment, and/or concerning any facts or events occurring at any time up to the Effective Date.
C. Executive is entitled agrees to coverage; execute the Supplemental Release on the Termination Date and immediately deliver it to CPT. However, this release does not waivewaive Executive’s rights to enforce this Agreement, his vested rights under the Master Exchange Agreement, KEYSOP Option Agreement, the NDCP, or his vested options under the 1993 Share Incentive Plan or the 2002 Share Incentive Plan. In addition, this release does not give up Executive’s rights, if any, to COBRA benefits under Camden’s standard benefit programs applicable to him. Further, this release does not waive Executive’s rights to vested equity interests or otherwise discharge any claim or cause of action that cannot legally be waivedpension monies, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this releasemonies, Employee represents that Employee has not commenced accrued vacation, his final paycheck, or joined reimbursement of any outstanding business expense amounts (in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyaccordance with Camden’s existing reimbursement policies).
Appears in 1 contract
General Release. Employee hereby irrevocably a. In exchange for the consideration provided in this Agreement, you and unconditionally releasesyour heirs, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholdersexecutors, representatives, administrators, agents, attorneysinsurers, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Employer Group, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective officers, directors, employees and shareholders, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all rights, claims, charges, demands, obligationsactions, causes of actionactions, promisesobligations, agreementsjudgments, controversiesrights, liensfees, damages damages, debts, obligations, liabilities, and liabilities expenses (inclusive of every attorneys’ fees) of any kind based upon any past action, omission or eventwhatsoever, whether known or unknown, and whether from the beginning of time through the date you sign this Agreement (collectively, “Claims”), including, without limitation, any claims under any federal, state, local, or not foreign law, that Releasors may have, have ever had, or may in litigation which Employee may the future have arising out of, or which could be asserted by another on Employee’s behalfin any way related to your hire, based on any actionbenefits, omission employment, termination, or event relating to Employee’s separation from employment with the Company and/or Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter, including, but not limited to:
(i) any and all claims under the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Actamended, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974(with respect to existing but not prospective claims), the Fair Labor Standards Act, the Equal Pay Act, the Immigration Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment and Re-Employment National Labor Relations Act, the Rehabilitation Industrial Welfare Act, Occupational Safety and Health Act of 1973(OSHA), and the New York State or Human Rights Law, the New York City Human Rights LawsLaw, each as amendedthe New York Labor Law, or including any amendments and their respective implementing regulations, and any other federal, state or local lawstate, regulation, ordinance or common lawlocal, or under any policyforeign law (statutory, agreementregulatory, understanding or promise, written or oral, formal or informal, between Employee otherwise) that may be legally waived and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are released;
(ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;
(iii) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and
(iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements.
b. In further consideration of the payments and benefits provided to you in this Agreement, the Releasors hereby irrevocably and unconditionally fully and forever waive, release, and discharge the Released Parties from any and all Claims, whether known or unknown, from the beginning of time through the date you sign this Agreement arising under the Age Discrimination in Employment Act (ADEA).
c. This Agreement shall be effective as a bar to each and every Claim you might otherwise have asserted against any of the Released Parties on or before the date of this Agreement. In the event you hereafter discover facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement, you expressly waive any right to assert after the execution of this Agreement that any such Claim has, through ignorance or oversight, been omitted from the scope of this Agreement.
d. If, notwithstanding the express terms of this Agreement to the contrary, you commence, continue, join in, or in any other manner attempt to assert any claim released herein against any Released Party, then, to the fullest extent permitted by law, you shall reimburse the Employer for all reasonable attorneys’ fees incurred by the applicable Released Parties in defending against such a claim, and for future damages allegedly arising from the alleged continuation Employer shall have a right to the return of the effects Severance Payment and 75% of any past actionthe COBRA Payments, omission or event. Notwithstanding together with interest thereon; provided that the foregoing, this release shall right of return of consideration is without prejudice to the Released Parties’ other rights hereunder.
e. You are not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding waiving any rights you may have to: (i) your own vested accrued employee benefits under the Employer Group’s health, welfare, or retirement benefit plans as of the Executive Separation Date; (ii) benefits and/or the right to indemnification seek benefits under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, applicable workers’ compensation benefits, and/or unemployment benefits, and vested 401(kcompensation statutes; (iii) benefits. By pursue claims which by law cannot be waived by signing this releaseAgreement; and/or (iv) enforce this Agreement. Furthermore, Employee represents that Employee has not commenced nothing in this Agreement shall be deemed to prohibit you from participating or joined cooperating with the Equal Employment Opportunity Commission or other governmental or law enforcement agency in any claiminvestigation, charge, administrative proceeding or action involving the Employer conducted or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybrought by such agency.
Appears in 1 contract
Sources: Confidential Separation Agreement and General Release (theMaven, Inc.)
General Release. Employee hereby irrevocably Executive states and unconditionally releasesaffirms that Executive has not previously filed or joined in any complaints, acquitscharges, or lawsuits against AMERIGROUP with any governmental agency or court of law or equity. Executive agrees, for and forever discharges the Company on behalf of Executive and its affiliatesExecutive’s estate, and their officersheirs, directorsspouse, partners, members, shareholderslife partner, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, that Executive has or will be finally and family members permanently separated from employment with AMERIGROUP as the close of the aforementioned (collectivelybusiness on Termination Date, the “Releasees”) and that Executive waives, releases and forever discharges AMERIGROUP and all related entities, their directors, officers, employees, attorneys and agents, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that Executive has or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeor arising out of Executive’s employment with AMERIGROUP and the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation separation thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family Medical Leave Act, the Equal Pay Act, Worker’s Compensation laws, the Immigration and Reform Control Executive Retirement Income Security Act, the Uniform Services Employment and Re-Employment Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other Executive Orders, federal, state or local lawlaw relating to employment, regulationemployee benefits or the termination of employment, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any Executive’s employment, excepting only
(a) Executive’s right to receive payment of the matters set forth Termination Benefits;
(b) Executive’s right to be offered benefits to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”);
(c) Executive’s accrued rights under AMERIGROUP’s 401(k) Plan and the Executive Deferred Compensation Plan;
(d) Executive’s rights under any Equity Agreements (subject to any effect of Executive’s termination under such agreements); and
(e) Executive’s rights under that certain Indemnification Agreement dated April 24, 2000 by and among the Executive and the Company. This Release Agreement does not waive any rights or claims that Executive may have which arise after the date the Executive signs this Release Agreement. Executive also represents that Executive has not given, sold, assigned, or transferred to any one else, any claim, or a portion of a claim discussed in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease Agreement.
Appears in 1 contract
General Release. In consideration for the Payment, Employee hereby irrevocably fully and unconditionally releasescompletely releases and gives up any and all waivable claims and rights that Employee may have against the Company, acquitsits parents, subsidiaries, and forever discharges the Company and its affiliates, including but not limited to Greenlane Holdings, Inc. and Greenlane Holdings, LLC (formerly known as J▇▇▇▇▇ Holdings LLC), and each of their officers, directors, partners, members, shareholders, representativesemployees, agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and employees and each of the affiliates, and all of their predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees” or “Company Group”) ). This Agreement applies to all waivable claims resulting from any and all rightsanything that has happened up through the date that Employee signs this Agreement, claims, charges, demands, obligations, causes including claims of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may have or which could be asserted by another on arise from events that occur after Employee signs this Agreement. Without limiting the generality of the foregoing, Employee specifically releases all waivable claims relating to: (i) Employee’s behalfemployment by the Company, based on any actionthe terms and conditions of such employment, omission or event relating the Employment Agreement, employee benefits related to Employee’s employment with the Company Company, the termination of Employee’s employment with the Company, and/or any of the cessation thereof through events relating directly or indirectly to or surrounding such termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in employment (whether based on federal, state, or local law, statutory or decisional), including without limitation, all claims under the date Employee executes this Agreement. This General Release includes actions claiming violation of Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by amended, the Older Workers’ Benefit Protection ActEqual Pay Act (“EPA”), the Family and Medical Leave Act of 1993Act, as amended (“FMLA”), the Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the New York State or City Human Rights Laws, each as amendedNational Labor Relations Act (“NLRA”), or any other federalstate, state or local discrimination, harassment, whistle blowing or retaliation law; (iii) any and all claims for damages of any kind whatsoever, regulationincluding without limitation compensatory, ordinance or common lawpunitive, or treble, liquidated and/or consequential damages; (iv) any and all claims under any policycontract, agreementwhether express or implied, understanding or promise, written or oral, formal or informal, between Employee and the Company or all claims in equity; (v) any of the Releasees. This General Release also includes any and all claims for wrongful discharge unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations or codes; and (vii) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. Employee represents that Employee knows of no claim that Employee has against the Company or any of the other Releasees has dealt with that is not released by this Paragraph 4. Employee unfairly or in bad faith, understands and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawagrees that this Agreement is binding on Employee and on anyone who succeeds to Employee’s rights. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release section shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating apply to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out arise under Section 4 of the matters released herebythis Agreement.
Appears in 1 contract
Sources: Separation and General Release Agreement (Greenlane Holdings, Inc.)
General Release. Employee For valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the “Releasees” hereunder, acquitsconsisting of EngageSmart, Inc., and forever discharges the Company and its partners, subsidiaries, associates, affiliates, and their officerssuccessors, heirs, assigns, agents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys’ fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in In Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or eventAmericans With Disabilities Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the Company from its obligations undersigned (i) to payments or benefits under this Agreement either Section 4(a) or the 4(b) of that certain Employment Agreement; , effective as of [ ● ], between EngageSmart, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release shall not release Release, (ii) to payments or benefits under any equity award agreement between the Company from its obligations regarding any rights of undersigned and the Executive Company, (iii) with respect to indemnification under the terms Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the by-lawsundersigned may have, charter if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any insurance policy Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedwaived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, includingcooperate with, but not limited or provide information to, any claim for earned but unpaid wagesfederal, workers’ compensation benefitsstate or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 1 contract
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the “Releasees” hereunder, acquitsconsisting of BioMed Realty Trust, Inc., BioMed Realty, L.P., and forever discharges the Company and its each of their partners, subsidiaries, associates, affiliates, and their officerssuccessors, heirs, assigns, agents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys’ fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-In Employment Act, the Rehabilitation Act of 1973Americans With Disabilities Act, and the New York State California Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
(A) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;
(B) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND
(C) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD. The undersigned represents and warrants that there has been no assignment or City Human Rights Laws, each as amendedother transfer of any interest in any Claim which he may have against Releasees, or any other federalof them, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the Releasees. This General Release also includes result of any claims for wrongful discharge such assignment or that the Company transfer or any rights or Claims under any such assignment or transfer. It is the intention of the other parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from against the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations undersigned under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding indemnity. The undersigned agrees that if he hereafter commences any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees suit arising out of of, based upon, or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to Claims released hereunder or accept any personal recovery in any action manner asserts against Releasees, or proceeding that may be commenced on his behalf arising out any of them, any of the matters Claims released herebyhereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.
Appears in 1 contract
General Release. Employee In consideration of the Severance Agreement proposed to me by Chesapeake Energy Corporation as reflected in a letter of [EFFECTIVE DATE OF TERM] (the “Severance Agreement”) and the payments and benefits I will receive under the Severance Agreement, I hereby irrevocably release and unconditionally releases, acquits, and forever discharges the Company discharge Chesapeake Energy Corporation and its predecessors, successors, affiliates, subsidiaries and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees partners and each of the affiliatesthose entities’ employees, predecessorsofficers, successors directors and assigns, and family members of the aforementioned agents (collectively, hereafter collectively referred to as the “ReleaseesCompany”) from any and all rights, claims, chargesliabilities, demands, obligations, and causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent, which Employee I may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating claim to Employee’s have against the Company either as a result of my past employment with the Company and/or the cessation thereof through the date Employee executes this Agreementseverance of that relationship and/or otherwise, and hereby waive any and all rights I may have with respect to any such claims. This General Release includes actions claiming violation of includes, but is not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Pregnancy Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act1978, the Equal Pay Act, the Immigration and Reform Control ActCivil Rights Act of 1991, the Uniform Services Employment and Re-Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974 and the New York State or City Human Uniformed Services Employment and Reemployment Rights LawsAct (all as amended from time to time). This General Release also includes, each as amendedbut is not limited to, or any rights I may have under the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act of 1988, the Fair Labor Standards Act, the Family and Medical Leave Act, the Occupational Health and Safety Act and any other federal, state and/or municipal statutes, orders or local lawregulations pertaining to labor, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesemployment and/or employee benefits. This General Release also includes applies to any claims for wrongful discharge or that rights I may have based on any legal or equitable restrictions on the Company or Company’s rights not to continue an employment relationship with its employees, including any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment contracts, and to any claims I may have against the Company for fraudulent inducement or misrepresentation, defamation, wrongful termination or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other cause of action basis whatsoever. It is specifically agreed, however, that this General Release does not have any effect on any rights or claims of violation of common lawI may have against the Company which arise after the date I execute this General Release. This General Release is for also does not have any and all reliefeffect on any claims that cannot be released as a matter of law, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation vested rights I may have under any of the effects Company's benefit plans or arrangements or equity or equity-based awards as of any past actionor after my last day of employment with the Company, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive or claims I may have to indemnification under the Company’s bylaws, Directors’ and Officers’ insurance policy, any contract or any applicable State laws pertaining to indemnification of employees or officers following termination of employment. Finally, this General Release does not have any effect on any of the Company’s obligations under the Severance Agreement or any provisions of my Employment Agreement (as defined in the Severance Agreement) that, pursuant to the express terms of the Employment Severance Agreement, are intended to survive the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any execution of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebySeverance Agreement.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company Developer (on behalf of itself and its affiliatesparent, subsidiaries, affiliates and their respective past and present owners, officers, directors, shareholders, partners, membersagents and employees, in their corporate and individual capacities), all individuals who execute this Agreement and all guarantors of Developer’s obligations under this Agreement and all other persons or entities acting on Developer’s behalf or claiming under Developer (collectively, “Developer Releasors”) freely and without any influence, forever release and covenant not to ▇▇▇ Franchisor and its subsidiaries, predecessors and affiliates and their respective past and present officers, directors, shareholders, representativesagents and employees, agents, attorneys, in their corporate and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned individual capacities (collectively, the “Franchisor Releasees”) from ), with respect to any and all rights, claims, charges, demands, obligations, liabilities and causes of action, promises, agreements, controversies, liens, damages and liabilities action of every whatever kind based upon any past action, omission or eventnature, whether known or unknown, and whether vested or not in litigation which Employee contingent, suspected or unsuspected (collectively, “Claims”), that any of the Developer Releasors now own or hold or may at any time have owned or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through held as of the date Employee executes of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other including Claims arising under federal, state or and local lawlaws, regulation, ordinance or common lawrules and ordinances and Claims arising out of, or related to this Agreement, any real estate contracts or development agreements and all other agreements between any Developer Releasors and any Franchisor Releasees, the development or proposed development of any System unit, the sale of a franchise to any Developer Releasors, the operation of any business using the System by any Developer Releasors and/or performance by any Franchisor Releasees of any obligations under any policyagreement with any Developer Releasors; provided, agreementhowever, understanding Claims shall not include claims arising from representations in the Franchise Disclosure Document, or promise, written its exhibits or oral, formal or informal, between Employee and the Company or any amendments. Developer (on behalf of the Releasees. This General Release also includes any claims Developer Releasors) agrees that fair consideration has been given for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not and fully understands that this is a negotiated, complete and final release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms all of the Employment AgreementDeveloper Releasors’ Claims. DEVELOPER, the by-lawsON BEHALF OF ITSELF AND THE DEVELOPER RELEASORS, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waiveWAIVES ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebySTATE OR POLITICAL SUBDIVISION THEREOF WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED IN THIS AGREEMENT BECAUSE SUCH RELEASE MAY EXTEND TO CLAIMS THAT THE DEVELOPER RELEASORS DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS AGREEMENT.
Appears in 1 contract
Sources: Development Agreement (Carrols Restaurant Group, Inc.)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, R. Douglas Kahn ("Kahn") does here▇▇ ▇▇▇▇▇▇▇ ▇nd ▇▇▇▇ver discharge PanAmSat, Hughes Electronics Corporation, ▇▇▇▇▇ parent(s) and unconditionally releasesaffiliates and each of their respective associates, acquitsowners, and forever discharges the Company and its affiliatesstockholders, and their officerspredecessors, successors, heirs, assigns, agents, directors, officers, partners, members, shareholders, representatives, agentsemployees, attorneyslawyers, and employees and each all persons acting by, through, under, or in concert with them, or any of the affiliatesthem (each, predecessorsa "Releasee"), successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suites, debts, liens, contracts, agreements, controversiespromises, liensliabilities, damages and liabilities claims, demands, damages, losses, costs or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, fixed or contingent (hereinafter called "Claims"), which Kahn now has or may hereafter h▇▇▇ against any of the Releasees by reason of any and whether all acts, omissions, events or not facts occurring or existing prior to _______________, except as expressly provided herein, in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s connection with his employment with PanAmSat or the Company and/or termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between PanAmSat and Kahn; any alleged breach of any ▇▇▇enant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions in PanAmSat's right to terminate Kahn's employment; and any alle▇▇▇ ▇▇olation of any federal, state or local statute or ordinance including without limitation, the cessation thereof through the date Employee executes this Agreement. This Connecticut General Release includes actions claiming violation of Statutes, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the federal Age Discrimination in Employment ActAct of 1967, as amended by the Older Workers’ Benefit Protection Act("ADEA"), the Family Connecticut Human Rights and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Opportunities Law, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973. In accordance with the Older Workers Benefit Protection Act of 1990, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any Kahn is aware of the Releasees. This General Release also includes following ▇▇▇▇ respect to his release of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.ADEA:
Appears in 1 contract
General Release. Employee (a) In consideration of the payments and benefits set forth in Section 2 above, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (“Releasors”) does hereby irrevocably and unconditionally releasesrelease, acquits, acquit and forever discharges discharge the Company and each of its parents, subsidiaries, affiliates, and their divisions, successors, assigns, officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees former and each current employees, including without limitation all persons acting by, through, under or in concert with any of the affiliates, predecessors, successors and assigns, and family members of the aforementioned them (collectively, the “Releasees”) ), and each of them, from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreementsattorney fees, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, which Employee Executive has, had, or may ever have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against the Releasees relating to Employeeor arising out of Executive’s employment or separation from employment with the Company and/or from the cessation thereof through beginning of time and up to and including the date Employee Executive executes this AgreementRelease (collectively “Claims”). This General Release includes actions claiming violation includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any federal, state, or local laws of any jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 19641964 as amended by the Civil Rights Act of 1991, as amendedSection 1981 of the Civil Rights Act of 1966, 42 U.S.C. 2000e et seq.the Equal Pay Act of 1962, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActRehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Retirement Income Security Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1974, the Fair Labor Standards Act1994, the Equal Pay Act, the Immigration and Reform Control ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Uniform Services Post-Civil War Civil Rights Act (42 U.S.C. §§1981-1988); (v) any claims arising under California law, including the California Fair Employment and Re-Employment ActHousing Act (FEHA), the Rehabilitation Act of 1973California Labor Code, and the New York State or City Human Rights Laws, each as amendedCalifornia Constitution, or any other foreign, federal, state or local law or judicial decision, (vi) claims arising under Florida law, regulationincluding the Florida Civil Rights Act, ordinance the Florida Minimum Wage Act, the Florida Whistleblower Act, Florida’s general labor laws (Fla. Stat. §§ 448.01 to 448.09), retaliation provisions under the Florida Workers’ Compensation Act, (vii) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or common law, or that Executive is otherwise entitled to receive under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and employee benefit plan of the Company or any of its affiliates in accordance with the Releaseesterms of such plan and applicable law), and (vii) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. This General However, this Release also includes excludes, and Executive does not waive, release, or discharge: (A) any claim or liability for severance or separation benefits specifically provided under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any filed charge or administrative complaint; (C) any right to make claims for wrongful discharge under Florida’s unemployment compensation statute (Fla. Stat. § 443.041), or any other claims that cannot be waived by law; (D) indemnification rights Executive has against the Company under applicable corporate law, the by-laws or certificate of incorporation of the Company or any of the other Releasees has dealt with Employee unfairly its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in bad faith, and force; (E) any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard right to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification file an unfair labor practice charge under the terms of National Labor Relations Act; and (F) any claims arising under the Employment Agreement, the by-laws, charter Employee Retirement Income Security Act that are vested benefits or any insurance policy under which the that Executive is otherwise entitled to coverage; and this release does not waive, release or otherwise discharge receive under any claim or cause employee benefit plan of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of its affiliates in accordance with the Releasees arising out terms of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebysuch plan and applicable law.
Appears in 1 contract
Sources: Separation Agreement (Vaxart, Inc.)
General Release. For and in consideration of the grant of the Option hereunder, Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company GreenSky and its all affiliates, parents, subsidiaries, partners, joint ventures, owners, and shareholders, and all of their officers, directors, partners, members, shareholdersemployees, representatives, and agents, attorneys, and employees and each of the affiliates, predecessors, all successors and assignsassigns thereof (each a “Released Party”), and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, complaints, demands, liabilities, obligations, causes of action, promises, agreements, controversies, liensdamages, damages and liabilities actions, causes of every kind based upon any past action, omission or eventsuits, whether rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, and whether or not in litigation which Employee now has, had, or may hereafter claim to have had against GreenSky or which could be asserted by another on Employee’s behalfany other Released Party, based on of any actionkind or nature whatsoever, omission arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date Employee executes this Option Agreement. The claims knowingly and voluntarily released herein include, but are not limited to, all (i) claims relating in any way to Employee’s employment with GreenSky, whether such claims are now known or are later discovered, including claims under the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.§ 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1993or other federal or state wage and hour laws, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act(ii) claims for breach of contract or infliction of emotional distress, the Immigration and Reform Control Act(iii) claims under any other federal or state law pertaining to employment or employment benefits, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973(iv) claims relating to any rights to acquire Class A Units or other Membership Interests in GreenSky or options to acquire same, and the New York State or City Human Rights Laws, each as amended, or (v) any other federalclaims of any kind based on any contract, state or local lawtort, ordinance, regulation, ordinance or common lawstatute, or under any policyconstitution; provided, agreementhowever, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes that nothing in this Option Agreement shall be interpreted to release any claims which Employee may have for wrongful discharge or workers compensation benefits. Employee acknowledges that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, this Option Agreement may be pled as a complete defense and any actions raising tortious claims or shall constitute a full and final bar to any claim of express based on any such act, omission, transaction, matter, or implied contract of employment event which has occurred or any other cause of action or claims of violation of common lawis alleged to have occurred up to the date Employee executes this Option Agreement. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents acknowledges that Employee has read and understands this Option Agreement, that Employee has been provided a period of twenty-one (21) calendar days to consider its terms, and that Employee has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Option Agreement will not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraphbecome effective and enforceable until seven (7) days after Employee executes it. Employee further represents understands that Employee may revoke this Option Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to General Counsel, GreenSky, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, Employee understands and agrees that, if Employee fails to sign this Option Agreement on or before the expiration of twenty-one (21) days after the day Employee received it, or if Employee revokes the Option Agreement before the expiration of the revocation period, this Option Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and Employee will not be entitled to receive any payments or accept benefits under this Option Agreement not otherwise payable absent this Option Agreement. Notwithstanding any personal recovery in any action or proceeding other provision of this Option Agreement, the Option shall not be deemed exercised until the expiration of thirty (30) days after the date hereof. Any deemed exercise that may would otherwise occur during such thirty (30) days shall be commenced deemed to have occurred on his behalf arising out the thirty- first (31st) day after the date hereof. The parties are signing this Option Agreement as of the matters released herebydate stated above. By: Name: Title: Name: THIS AMENDMENT OF CLASS A UNIT OPTION AGREEMENT (this Amendment”) is entered into as of October 1, 2015, by and between GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“GreenSky”) and ____________________ (“Employee”). Capitalized terms used herein but not defined shall have the same meanings ascribed to such terms in the Amended and Restated Operating Agreement of GreenSky Trade Credit, LLC dated as of October 31, 2014, as amended, restated, supplemented or otherwise modified from time to time (the “Operating Agreement”).
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally In return for Employer’s obligations under this Agreement, Executive, to the fullest extent permitted by law, waives, releases, acquitsand discharges Employer, The Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and forever discharges all of the Company entities listed on Exhibit A hereto, together with its current and its affiliates, and their former officers, directors, partnersagents, membersemployees, shareholderssubsidiaries, representativesaffiliated entities, agentsrelated entities, attorneys, and employees and each of the affiliates, predecessors, successors and assignsany other representatives, and family members successors in interest (collectively referred to as “Released Parties”), separately, together, or in any combination, from any known or unknown claims arising in the course of or out of Employee’s employment with Employer or the aforementioned termination of Employee’s employment with Employer under any United States federal, state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. This release covers claims and causes of action that Executive knows or may not know at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, the Employer, on behalf of itself, and the entities listed on Exhibit A hereto, or any entity controlling or in common control with said entities (collectively, the “ReleaseesEmployer Entities”) ), to the fullest extent permitted by law, waives, releases, and discharges the Executive from any known claims and all rights, claims, charges, demands, obligations, any causes of action, promises, agreements, controversies, liens, damages and liabilities including arising in the course of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeout of Executive’s employment with Employer, the Company and/or end of Executives employment with Employer, and holding any office with the cessation thereof through Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. Executive and Employer intend that, to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or any other legal claim by Executive against any of the Released Parties and the Employer Entities against the Executive about anything that occurred before the date Employee executes of the signing of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Notwithstanding Section 4(c) below, the Americans with Disabilities Actonly claims and causes of action that Executive is not waiving, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973releasing, and discharging are for the New York State or City Human Rights Lawsconsideration that Executive will receive under Sections 2 and 3 of this Agreement (provided he complies with his obligations under this Agreement), each as amendedany vested benefits to which executive may be entitled under the Employer’s retirement plans, long term incentive plan, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithcurrent benefit plans, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause and causes of action or claims that, as a matter of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, includingreleased, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydischarged.
Appears in 1 contract
General Release. Employee In exchange for the consideration set forth above in Article I.B. and other good and sufficient consideration set forth herein, and to the maximum extent permitted by law, Executive, for and on behalf of Executive individually and Executive’s heirs, representatives, and assigns, if any, hereby irrevocably fully, finally, completely, and unconditionally forever releases, discharges, acquits, and forever discharges the Company relinquishes Alliance Data and its affiliatespredecessors, successors, parent entities, subsidiaries, related or affiliated companies, its and their attorneys, officers, directors, partnersemployees, members, shareholders, representativesformer employees, agents, attorneysinsurers, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, collectively the “ReleaseesReleased Parties”) ), jointly and/or severally, from any and all rights, claims, chargesactions, demands, obligationsliabilities, and/or causes of actionaction of whatever kind or character, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission joint or eventseveral, whether now known or unknown, and whether asserted or not in litigation which Employee may have or which could be asserted by another on Employee’s behalfunasserted, based on any action, omission or event relating to Employeeor arising out of Executive’s employment with the Company and/or the cessation thereof through the date Employee executes termination of employment. Executive agrees that this Agreement. This General Release Agreement includes actions claiming violation a release of any and all negligence claims, contractual claims, wrongful discharge claims, and claims of discrimination or retaliation of every possible kind, including, but not limited to, claims arising under any federal, state or local statute and common law dealing with employment issues, or with age, race, sex, religion, color, creed, disability, citizenship, national origin, ancestry, sexual orientation or any other factor protected by federal, state or local laws prohibiting discrimination, including without limitation any claims under Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 U.S.C. 2000e et seq., of the Americans with Disabilities ActUnited States Code, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 19931967, the Employee Retirement Income Security Act of 1974, the Fair Americans with Disabilities Act, the National Labor Standards Relations Act, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Immigration Family and Reform Control Medical Leave Act, the Uniform Fair Labor Standards Act, the Uniformed Services Employment and Re-Employment Reemployment Rights Act of 1994, and Fair Credit Reporting Act, the Rehabilitation Act Ohio Civil Rights Act/the Ohio Fair Employment Practices Law, the Ohio Equal Pay Act, the Ohio Whistleblower Protection Act, the Ohio Pregnancy Discrimination/Maternity Leave Act, the Ohio Wage Payment Anti-Retaliation Statute, Section 34A of 1973, and the New York State or City Human Rights LawsOhio Constitution, each as amended, or any other federal, state state, or local lawstatute, regulationordinance, ordinance constitution, order, including those concerning labor or employment, termination of labor or employment, wages and benefits, retaliation, whistleblowers, immigration, leaves of absence, or any other term or condition of employment, claims of violation of any public policy, contract, implied contract, or common law, and any alleged entitlement to costs, fees or under expenses, including attorneys’ fees. The foregoing release also expressly includes a release of any policyand all claims, agreementactions, understanding demands, liabilities, and/or causes of action of whatever kind or promisecharacter, written joint or oralseveral, formal whether now known or informalunknown, between Employee asserted or unasserted, relating to or arising out of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; any claims alleging retaliation and/or whistleblower claims; any and all claims relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid or withheld wages, severance, benefits, bonuses, equity, commissions and/or other compensation of any kind; or any other claim, regardless of the Company forum in which it might be brought, if any, which Executive has, might have, or might claim to have against the Released Parties, or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faiththem individually, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all reliefinjuries, without regard to its form harm, damages, penalties, costs, losses, expenses, attorneys’ fees, and/or liability or characterization. Included in this General Release are other detriment, if any, whenever incurred, or suffered by Executive as a result of any and all claims for attorneys’ fees acts, omissions, or events by the Released Parties, collectively or individually, through the date Executive executes this Agreement. It is expressly agreed and for future damages allegedly understood by Executive that this Agreement and Release includes without limitation any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the alleged continuation employment relationship between Executive and Alliance Data and the termination thereof, including any claim of the effects discrimination, retaliation, harassment, failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander, wrongful discharge, promissory estoppel, tortious conduct, and/or any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under claims that this Agreement was procured by fraud or signed under duress or coercion so as to make the Employment Agreement; this release shall Agreement not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreementbinding, the by-laws, charter including all claims that were or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebycould have been brought by Executive.
Appears in 1 contract
Sources: Executive General Release and Enhanced Severance Agreement (Alliance Data Systems Corp)
General Release. Employee hereby irrevocably and unconditionally forever waives, generally releases, acquitsand fully discharges Genpact, its parents, subsidiaries, affiliates, divisions, joint ventures, and forever discharges the Company and its affiliatesrelated entities, and including but not limited to their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors successors, and assigns, and family members their past and present directors, officers, agents, employees, representatives, fiduciaries of the aforementioned any employee benefit plan or policy, in both their individual and representative capacities and each of them (collectively, the “Releasees”) of and from any and all rights, legally waivable claims, charges, demands, obligations, causes of action, promisesfees, agreementsliabilities, controversies, liens, damages and liabilities expenses (inclusive of every attorneys’ fees) of any kind based upon any past action, omission or eventwhatsoever, whether known or unknown, suspected or unsuspected, by reason of any actual or alleged act, statement, omission, transaction, practice or occurrence, or other matter up to and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through including the date Employee executes of this Agreement. This General Release includes actions claiming violation , including but not limited to:
(a) all claims for any alleged unlawful denial of leave, discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under any of the following, and any equivalent statutes under applicable state or local law, including any amendments thereto, the Occupational Safety and Health Act; the Environmental Protection Act; the Toxic Substances Control Act, the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964, as amended; the National Labor Relations Act; the Workers Adjustment and Retraining Notification Act; The Civil Rights Act of 1991, 42 U.S.C. 2000e Sections 1981,1983,1985, and 1988; the Age Discrimination in Employment Act (the “ADEA”); the Older Workers Benefit Protection Act (the “OWBPA”); the Equal Pay Act; the Fair Credit Reporting Act; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Civil Rights Acts; the Fair Labor Standards Act; the Racketeer Influenced and Corrupt Organizations Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Immigration Reform and Control Act; the fair employment laws of the United States and New York including but not limited to the New York Equal Pay Law, the New York Adoptive Parents' Child Care Leave Law, the New York Labor Law, the New York Civil Rights Law, the New York State Human Rights Law, the New York City Human Rights Law, the New York Whistleblowers Act, the New York Executive Laws, the New York General Obligations Law and all amendments thereto, New York City Human Rights Law, the New York City Administrative Code §§ 8-101 et seq., the Americans with Disabilities New York City Administrative Code, including but not limited to Title 8, Chapter 1 and Title 20, Chapter 8, the Fair Chance Act, the Age Discrimination in Employment New York City Local Civil Rights Restoration Act, as amended by New York General Obligations Law, the Older Workers’ Benefit Protection Stop Sexual Harassment in New York City Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Labor Laws, each as amendedthe New York State wage and hour laws and all wage orders; the New York State Employment Laws; the New York State Labor Laws; the United States and New York State Constitutions and the common law of New York and the United States;
(b) all claims for alleged breach of contract (whether express, implied or oral); breach of the covenant of good faith and fair dealing; promissory estoppel; breach of personnel policies or employee handbooks; torts, defamation; slander; infliction of emotional distress; post traumatic stress disorder; negligence; fraud; misrepresentation; violation of public policy; claims for physical or emotional injury; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; and violation of any other principle of common law;
(c) all claims for compensation of any kind, including without limitation, wages, vacation pay, commissions, bonuses, Genpact’s Variable Income Compensation Plan, expense reimbursements;
(d) all claims related to any equity grants under any Genpact Limited, Genpact Corporation or any other federalaffiliated entity’s equity compensation plan, state including but not limited to restricted share units, performance share units and stock options; and
(e) all claims for back pay, front pay, reinstatement, any equitable relief, compensatory damages, damages for alleged pain and suffering, punitive damages, liquidated damages, and any claim for attorneys’ fees, costs, disbursements, and interest; provided however that nothing in this Release shall release the Company from any of its obligations to Employee under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release is conditioned) or local law, regulation, ordinance or common law, or any rights Employee may have to indemnification under any policy, agreement, understanding charter or promise, written by-laws (or oral, formal or informal, between Employee and similar documents) of any member of the Company or any insurance coverage under any directors and officers insurance or similar policies or any benefits vested and accrued as of the Releasees. This General Release also includes date hereof which Employee has under any claims for wrongful discharge or ERISA benefit plan.
(f) Employee acknowledges that she is not releasing any claim arising after the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims date on which she signs this Agreement or any claim of express or implied contract of employment or any other cause of action or claims of violation of common that is not otherwise waivable under applicable law. This General Release The parties hereto agree that this Agreement may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is for or may be initiated, prosecuted or maintained by any such party or his, her or its heirs or assigns. Employee understands and confirms that Employee is executing this Agreement voluntarily and knowingly, but that this Agreement does not affect Employee’s right to claim otherwise under ADEA. In furtherance of, and solely to the extent provided by, the agreements set forth above, the parties hereby expressly waive and relinquish any and all reliefrights under any applicable statute, without regard doctrine or principle of law restricting the right of any person to its form release claims that such person does not know or characterizationsuspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. Included In connection with such waiver and relinquishment, the parties acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in this General Release are any addition to or different from those that they now know or believe to be true, with respect to the matters released herein. Nevertheless, it is the intention of the parties to fully, finally and forever release all such matters, and all claims for attorneys’ fees relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and for future damages allegedly arising from the alleged continuation agree that this waiver shall be an essential and material term of the effects of any past action, omission or eventreleases contained above. Notwithstanding Nothing in this paragraph is intended to expand the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights scope of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyreleases as specified herein.
Appears in 1 contract
Sources: Separation Agreement and General Release (Genpact LTD)
General Release. Employee In consideration of the payment of salary through ______, ___ together with accrued vacation pay and __ weeks severance and for other good and valuable consideration, ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive") hereby irrevocably and unconditionally forever releases, acquitsdischarges, acquits and forever discharges the Company and forgives DIRECTRIX, INC., its affiliates, and their officers, directors, partnersstockholders, membersemployees, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assignees (collectively, the “Releasees”"Company") from any and all rights, claims, chargesknown or unknown, which Executive or Executive's heirs, successors or assigns have or may have against the Company and any and all liability which the Company may have to Executive whether denominated claims, demands, obligations, causes of action, promises, agreements, controversies, liensobligations, damages or liabilities arising from any and liabilities all bases, however, denominated, including but not limited to claims of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with discrimination under the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the U.S. Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActU.S. Americans with Disabilities Act of 1990, the U.S. Family and Medical Leave Act of 1993, Title VII of the Employee Retirement Income Security United States Civil Rights Act of 19741964, the Fair Labor Standards Act42 U.S.C. Section 1981, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights LawsLaw, each as amendedincluding New York Executive Law Section 296, Section 8-107 of the Administrative Code and Charter of New York City, the Worker Adjustment and Retraining Notification Act of 1988 or any similar state law or any other federal, state or local law, or any other law, rule or regulation, ordinance or common law, any workers' compensation or disability claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee such laws. This release relates to claims arising from and during Executive's relationship with the Company or any as a result of the Releaseestermination of such relationship. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedno matter how denominated, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefitsback pay, unemployment benefitsfront pay, and vested 401(k) benefitscompensatory damages or punitive damages. By signing this release, Employee represents that Employee has This release shall not commenced or joined in any claim, charge, action or proceeding whatsoever against apply to the Company or any of the Releasees arising out of or relating to any of the matters obligations set forth in this paragraphAgreement or any other claims that may arise after the date on which Executive signs this Agreement. Employee further represents that Employee will Notwithstanding any other provision of this Agreement, this release is not be entitled intended to interfere with Executive's right to file a charge with the U.S. Equal Employment Opportunity Commission (or accept any personal recovery state human rights or similar commission) in connection with any claim Executive believes Executive may have against the Company. However, by executing this Agreement, Executive hereby agrees to waive the right to recover in any action proceeding Executive may bring before the U.S. Equal Opportunity Commission (or any state human rights or similar commission) or in any proceeding that may brought by the U.S. Equal Employment Opportunity Commission (or any state human rights or similar commission) on Executive's behalf. This release shall be commenced on his behalf arising out binding upon and inure to the benefit of the matters released herebyparties, their successors, assigns and personal representatives.
Appears in 1 contract
Sources: Employment Agreement (Directrix Inc)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges In consideration for the Company entering into this Agreement and Addendum and your eligibility for the Special Incentive Bonus, you shall and hereby do voluntarily, freely, fully and completely release, waive and assign to the Company any and all claims that you have ever asserted, or could have asserted, against the Company or any of its past or current shareholders, affiliates, and their officers, directors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned insurers or representatives (collectivelytogether, the “ReleaseesOther Released Parties”) from on or at any time before your execution of this Agreement; whether sounding in or based upon any contract, tort, statute, regulation or common law. For the sake of clarity, the released claims include, without limitation, any and all rightsclaims under or based, claimsin whole or in part, chargesupon all oral or written contracts, demandsall documents governing any Employer-promulgated plan, obligations, causes of action, all written or oral representations or promises, agreementsas well as all claims for compensation, controversiesbenefits, liensstock, damages equity, wrongful discharge, any legal restriction on the Company’s right to terminate employees, discrimination, accommodation, commissions, minimum wage, overtime pay, breach of contract, retaliation, torts (including, but not limited to, any and liabilities all claims of every kind based upon any past actionnegligence, omission negligent hiring, retention and/or supervision, intentional or eventnegligent invasion of privacy, whether known defamation, compelled defamation, intentional or unknownnegligent infliction of emotional harm, and whether libel, slander, invasion of privacy or not in litigation which Employee may have violations of public policy) or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of any rights arising under any federal, state, or local law, including, without limitation, Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Restoration Act, 42 U.S.C. 2000e et seq.the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, the Age Discrimination in Employment Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, as amended by the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the National Labor Relations Act, the Uniform Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, any local, state, or federal law arising from and/or enacted to address the COVID-19 virus, any claims arising under California, Texas, or other state laws, including but not limited to the California Worker Adjustment and Retraining Notification Act, the California Labor Code, California’s Business and Professions Code §§ 17200 et seq., and the New York State or City applicable California Industrial Welfare Commission Wage Orders, California Fair Employment and Housing Act, the California Family Rights Act, any claims arising under the Texas Labor Code that may be legally waived and released including the Texas Payday Act, the Texas Anti-Retaliation Act, the Texas Whistleblower Act, the Texas Commission on Human Rights LawsAct, each all of their amendments (as amendedapplicable), or any other federal, analogous state or and/or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithlaws, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all reliefclaims for monetary recovery, including past or future lost wages, mental anguish, pain and suffering, compensatory damages, punitive damages, liquidated damages, attorneys’ fees, expenses, costs, and interest. The released claims include claims that you know about and those that you may not know about up to and including the date of the execution of this Agreement. The released claims specifically include, without regard to its form or characterization. Included in this General Release are any and limitation, all claims for attorneys’ fees and costs incurred by you for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees reason arising out of or relating to any matters covered by this Agreement. The only claims not released are any claims that arise under this Agreement, and those which, as a matter of law, cannot be released by you under any circumstances. Notwithstanding the broad scope of the matters set forth general release of claims above, the released claims are not intended to bar any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation and unemployment compensation benefits, violations of rules of the U.S. Securities and Exchange Commission, challenges to the validity of the release under the Age Discrimination in Employment Act, or unemployment insurance benefits. Nothing in this paragraph. Employee further represents that Employee will not be entitled Agreement is intended to prohibit or accept interfere with any personal recovery administrative proceeding, including any filing of a charge or participation in any action administrative investigation or proceeding by you; provided, however, that may be commenced you expressly release and waive any right to recovery of any type, including back pay, front pay, compensatory damages, liquidated or punitive damages, attorney’s fees, reinstatement, or any other benefit, in any administrative or court action, whether state or federal, and whether brought by you or on his behalf arising out of your behalf, related in any way to the matters released herebyherein. Nothing in this Agreement shall waive or release any rights or claims that you may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.
Appears in 1 contract
General Release. In exchange for the Consideration and the Additional Benefits, the Employee hereby irrevocably releases and unconditionally releasesgives up any and all waivable claims and rights that the Employee may have against the Employer and/or its past, acquitscurrent, and forever discharges the Company and its and/or future members, managers, shareholders, parent companies (including, but not limited to, Amerant Bancorp, Inc.), subsidiaries, divisions, affiliates, and their officers, directors, partnersofficers, membersemployees, shareholdersconsultants, representativesattorneys, insurers, agents, attorneysfiduciaries, and employees employee benefit plans and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned programs (collectively, the “Releasees”). This Agreement applies to all waivable claims resulting from anything that has happened up through the Employee’s execution of this Agreement, including claims of which the Employee is not aware and those not specifically mentioned in this Agreement. Without limiting the generality of the foregoing, the Employee specifically releases all waivable claims relating to: (i) from the Employee’s employment by the Employer, the terms and conditions of such employment, employee benefits related to the Employee’s employment, the termination of the Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination; (ii) any and all rightsclaims of discrimination, claimsharassment, chargeswhistleblowing, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, retaliation in employment (whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any actionfederal, omission state, or event relating local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) (this release is meant to Employee’s employment comply with the Company and/or Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure that individuals age 40 or older who waive their rights under the cessation thereof through ADEA do so knowingly and voluntarily), the date Employee executes this Agreement. This General Release includes actions claiming violation of Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by amended, the Older Workers’ Benefit Protection ActEqual Pay Act (“EPA”), the Family and Medical Leave Act, as amended (“FMLA”), the Families First Coronavirus Response Act of 1993(“FFCRA”), the Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), the Florida Civil Rights Act of 1992 (“FCRA”), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-105), and the New York State Florida Equal Pay Act, any and all claims/actions for retaliation which have been or City Human Rights Lawscould have been raised under Florida’s Workers’ Compensation statute (Florida Statute § 440.205), each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims under Fla. Stat. § 448.08 for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithunpaid wages, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for based upon waivable rights arising under the Florida Constitution; (iii) any and all reliefclaims for damages of any kind whatsoever, including without regard to its form limitation compensatory, punitive, treble, liquidated, and/or consequential damages; (iv) any and all claims under any contract, whether express or characterization. Included in this General Release are implied, including but not limited to, the Employment Agreement; (v) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations, or codes; and (vii) any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past actionfees, omission or event. Notwithstanding the foregoingcosts, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreementdisbursements, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation bonuses, benefits, unemployment benefitspaid time off, and vested 401(k) benefitsand/or the like. By signing this releaseAgreement, the Employee represents that is not waiving: (a) any rights which the Employee has not commenced may have to Employee’s own vested, accrued benefits under the Employer’s health, welfare, or joined in any claim, charge, action or proceeding whatsoever against the Company or any retirement benefit plans as of the Releasees arising out of Termination Date or relating under any Restricted Stock Agreement, Restricted Stock Unit Agreement, or Performance Based Restricted Stock Unit Agreement (collectively, the “Award Agreements”) (which shall continue to be governed by their terms); (b) any of rights which the matters set forth in this paragraph. Employee further represents that may have to benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; and/or (c) any rights which the Employee will may have to pursue any other claims which by law cannot be entitled to waived by signing this Agreement. Further, the Employee is not waiving rights or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out of arise after the matters released herebydate the Employee executes this Agreement.
Appears in 1 contract
General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably and unconditionally releases, acquits, waive and forever discharges release and discharge the Company and its current, future, and former affiliates, and their related entities, parents, divisions, subsidiaries, officers, directors, partners, members, shareholdersemployees, attorneys, agents, representatives, agentsinsurers, attorneys, and employees and each of the affiliatesreinsurers, predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages claims and liabilities of every kind based upon any past actionnature whatsoever, omission or event, whether known or and unknown, fixed and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalfcontingent, arising out of, based on any actionon, omission or event relating related to Employee’s employment with the Company and/or Company, the cessation thereof through termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee executes signs this Agreement. This General Release includes actions claiming , including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, ; the Age Discrimination in Employment Act, as amended by ; the Older Workers’ Benefit Workers Benefits Protection Act, ; the Federal Family and Medical Leave Act of 1993, Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974, ; the Fair Labor Standards Occupational and Safety Health Act, ; the Equal Pay Act, ; the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment employment Act, ; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973, and ; the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and Electronic Communications Privacy Act of 1986 (including the Company or any of Stored Communications Act); North Carolina’s Equal Employment Practices Act (N.C. Gen. Stat. §§ 143-422.1 to 143-422.3); the ReleaseesRetaliatory Employment Discrimination Act (N.C. Gen. Stat. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement§95-240 et seq.); this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the byAnti-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.Blacklisting Act (N.C. Gen.
Appears in 1 contract
Sources: Confidential Separation Agreement and Release (Aravive, Inc.)
General Release. Employee (a) In consideration of the promises and payments referenced above, to the fullest extent permitted by applicable law, you hereby irrevocably and unconditionally releases, acquits, release and forever discharges the discharge each Company and its affiliatesEntity, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, current and family members former officers, agents, board of the aforementioned directors members, representatives and employees, various benefits committees, and their respective successors and assigns, heirs, executors and personal and legal representatives, (collectively, the “ReleaseesOceanFirst Parties,” or individually, an “OceanFirst Party”) from each and every Claim (as defined below), action or right of any sort which you, your agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Separation Agreement. This releases, and you intend to give up, all rights, claimsactions, charges, controversies, demands, obligations, causes of action, promisessuits, agreementsrights, controversiesliabilities, lienssettlements, damages costs, expenses and/or claims whatsoever (collectively, “Claims” or individually, a “Claim”), known and liabilities of every kind based upon any past action, omission or event, whether known or unknown, matured and whether unmatured, that you have now or not in litigation which Employee may have or which could be asserted by another on Employeein the future resulting from anything that has happened up to the execution of this Separation Agreement including any Claims for attorney’s behalffees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the foregoing provision in any way, based on any action, omission or event you specifically release all Claims relating to Employee’s or arising out of any aspect of your employment with the Bank or relationship with any Company and/or Entity or the cessation termination thereof through including, but not limited to, any claim under the date Employee executes this Agreement. This General Release includes actions claiming violation Employment Agreement between you and the Company dated as of April 5, 2017, as subsequently amended, and all releasable Claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.1991 and the laws amended thereby, the Americans with With Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Immigration Family and Reform Control Medical Leave Act, the Uniform Services Employment and Re-Employment New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the Rehabilitation Act New Jersey Family Leave Act, the constitutions of 1973, and the United States or the State of New York State or City Human Rights Laws, each as amended, Jersey or any other federalstatute or law of the United States or any state under which you may waive rights, state or local lawall Claims relating to any plan, regulation, ordinance or common law, or under any policy, agreementpractice or procedure, understanding including any company compensation or promisebenefit plan, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of all common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, law Claims including, but not limited to, wrongful discharge, violation of public policy, whistleblower/retaliation Claims, breach of express or implied contract, breach of implied covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all Claims for any claim economic loss including entitlement to profits, back pay, front pay, fringe benefits or any other form of compensation, all Claims for earned but unpaid personal injury, including mental anguish, humiliation, physical or emotional pain and suffering, psychiatric injury, and damage to name or reputation, all Claims for any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and all Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. Without waiving any prospective or retroactive rights under the Fair Labor Standards Act (“FLSA”), you acknowledge that the Bank has properly provided you with all wages, workers’ compensation benefits, unemployment benefits, and compensation, if any, due to you under the FLSA. You further understands that, except for the consideration set forth in this Separation Agreement, this Separation Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Separation Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, your participation in the Bank benefit programs until the Separation Date. Moreover, nothing in this Section or this Separation Agreement shall affect your entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP and 401(k) plan. Nothing in this Section or in this Separation Agreement, however, releases any claims that are not waivable by you under applicable law, including any claims for workers compensation benefits. By signing You acknowledge that notwithstanding any other language herein, you are free to pursue before the U.S. Equal Employment Opportunity Commission (“EEOC”) any claim over which that agency has jurisdiction. However, you hereby expressly waive your right to any additional monetary or other recovery that otherwise may be available through an EEOC proceeding.
(b) Notwithstanding any other provision of this releaseAgreement, Employee represents that Employee has you are not commenced or joined prohibited in any claimway from: (a) reporting possible violations of federal, chargestate, action or local law or regulations, including any possible securities law violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission (“SEC”), the U.S. Congress, or any agency Inspector General; (b) participating in any investigation or proceeding whatsoever against conducted by any federal, state, or local governmental agency or entity; (c) making any other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulations; (d) providing truthful testimony in response to a valid subpoena, court order, or regulatory request; or (e) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the SEC and/or the Occupational Safety and Health Administration. You further acknowledge that you are not required to obtain any prior authorization of the Company or any other person to make any reports or disclosures described in the preceding sentence, and you are not required to notify the Company or any other person that such reports or disclosures have been made. Notwithstanding any other provision of the Releasees arising out of or relating to any of the matters set forth this Separation Agreement, nothing in this paragraph. Employee further represents that Employee will not be entitled Separation Agreement limits your right to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of receive an award for information provided to the matters released herebySEC.
Appears in 1 contract
Sources: Employment Separation Agreement (Oceanfirst Financial Corp)
General Release. Employee hereby irrevocably (a) Golden agrees, for himself and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholdershis heirs, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, that he has been separated from employment with coolsavings as of July 30, 2001, that his Employment Agreement is terminated and family members all of his rights thereunder extinguished as of such date except for the aforementioned Surviving Covenants (collectivelydefined in Section B6 herein and as otherwise specifically provided in this Severance Agreement and that he hereby waives, the “Releasees”) releases and forever discharges and covenants not to sue coolsavings and all related entities, their directors, officers, ▇▇ployees and agents, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that he has or not in litigation which Employee may have relating in any way to or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s arising out of his employment with coolsavings and the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation termination thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local lawlaw relating to employment, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement employee benefits or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights termination of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited toemployment, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to the Employment Agreement or any other claim arising out of the matters set forth or relating to Golden's employment, except for (i) any claims for indemnification as a director, officer or employee under any written agreement with indemnity rights between coolsavings and Golden, under coolsavings' Articles of Incorporation, By Laws, or any other organizational document, or as otherwise provided by law, and (ii) any claims of breach under this Severance Agreement, including but not limited to a breach of Section B.1 herein.
(b) coolsavings, for itself and its successors and assigns, hereby waives, releases and forever discharges and covenants not to sue Golden, his heirs and assigns, from any and all claims, known or ▇▇▇▇▇▇▇, that it has or may have relating in this paragraph. Employee further represents that Employee will not be entitled any way to or accept arising out of his employment with coolsavings and the termination thereof, including but not limited to any personal recovery claims of breach of express or implied contract, misrepresentation, defamation, liability in tort, and claims of any action or proceeding kind that may be commenced on his behalf brought in any court or administrative agency, except for (i) any claim arising out of Golden's fraudulent conduct as a director and/or officer of coolsavings and (ii) any claims of breach under this Severance Agreement, including but not limited to, a breach of the matters released herebySurviving Covenants.
(c) Golden further agrees that he shall not seek unemployment benefits at any time while he is receiving the Effective Salary Payment in accordance with the terms of this Severance Agreement.
Appears in 1 contract
General Release. Employee (a) In consideration of the payments and benefits set forth in Section 2 above, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (“Releasors”) does hereby irrevocably and unconditionally releasesrelease, acquits, acquit and forever discharges discharge the Company and each of its parents, subsidiaries, affiliates, and their divisions, successors, assigns, officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees former and each current employees, including without limitation all persons acting by, through, under or in concert with any of the affiliates, predecessors, successors and assigns, and family members of the aforementioned them (collectively, the “Releasees”) ), and each of them, from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreementsattorney fees, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, which Employee Executive has, had, or may ever have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against the Releasees relating to Employeeor arising out of Executive’s employment or separation from employment with the Company and/or from the cessation thereof through beginning of time and up to and including the date Employee Executive executes this AgreementRelease (collectively “Claims”). This General Release includes actions claiming violation includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any federal, state, or local laws of any jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 19641964 as amended by the Civil Rights Act of 1991, as amendedSection 1981 of the Civil Rights Act of 1966, 42 U.S.C. 2000e et seq.the Equal Pay Act of 1962, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActRehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Retirement Income Security Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1974, the Fair Labor Standards Act1994, the Equal Pay Act, the Immigration and Reform Control ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Uniform Services Post-Civil War Civil Rights Act (42 U.S.C. §§1981-1988); (v) any claims arising under California law, including the California Fair Employment and Re-Employment ActHousing Act (FEHA), the Rehabilitation Act of 1973California Labor Code, and the New York State or City Human Rights Laws, each as amendedCalifornia Constitution, or any other foreign, federal, state or local lawlaw or judicial decision, regulation, ordinance (vi) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or common law, or that Executive is otherwise entitled to receive under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and employee benefit plan of the Company or any of its affiliates in accordance with the Releaseesterms of such plan and applicable law), (vi) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. This General However, this Release also includes excludes, and Executive does not waive, release, or discharge: (A) any obligation of the Company under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any filed charge or administrative complaint; (C) claims that cannot be waived by law, such as claims for wrongful discharge unemployment benefit rights and workers’ compensation; (D) indemnification rights Executive has against the Company under applicable corporate law, the by-laws or that certificate of incorporation of the Company or any of its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in force; (E) any right to file an unfair labor practice charge under the other Releasees has dealt with Employee unfairly or in bad faith, National Labor Relations Act; and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (F) any rights of to vested benefits, such as pension or retirement benefits, the Executive rights to indemnification under which are governed by the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; applicable plan documents and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyaward agreements.
Appears in 1 contract
Sources: Separation Agreement (Vaxart, Inc.)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges In consideration for the Company entering into this Agreement and your eligibility for the Special Incentive Bonus, you shall and hereby do voluntarily, freely, fully and completely release, waive and assign to the Company any and all claims that you have ever asserted, or could have asserted, against the Company or any of its past or current shareholders, affiliates, and their officers, directors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned insurers or representatives (collectivelytogether, the “ReleaseesOther Released Parties”) from on or at any time before your execution of this Agreement; whether sounding in or based upon any contract, tort, statute, regulation or common law. For the sake of clarity, the released claims include, without limitation, any and all rightsclaims under or based, claimsin whole or in part, chargesupon all oral or written contracts, demandsall documents governing any Employer-promulgated plan, obligations, causes of action, all written or oral representations or promises, agreementsas well as all claims for compensation, controversiesbenefits, liensstock, damages equity, wrongful discharge, any legal restriction on the Company’s right to terminate employees, discrimination, accommodation, commissions, minimum wage, overtime pay, breach of contract, retaliation, torts (including, but not limited to, any and liabilities all claims of every kind based upon any past actionnegligence, omission negligent hiring, retention and/or supervision, intentional or eventnegligent invasion of privacy, whether known defamation, compelled defamation, intentional or unknownnegligent infliction of emotional harm, and whether libel, slander, invasion of privacy or not in litigation which Employee may have violations of public policy) or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of any rights arising under any federal, state, or local law, including, without limitation, Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Restoration Act, 42 U.S.C. 2000e et seq.the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, the Age Discrimination in Employment Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, as amended by the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the National Labor Relations Act, the Uniform Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, any local, state, or federal law arising from and/or enacted to address the COVID-19 virus, any claims arising under North Carolina, Texas, or other state laws, including but not limited to the Retaliatory Employment Discrimination Act of 1973(▇▇▇▇), the North Carolina Persons with Disabilities Protection Act (PDPA), the Equal Employment Practices Act (EEPA), N.C.G.S. § 95-28.1, N.C.G.S. § 95-28.1A, N.C.G.S. § 95-28.2, N.C.G.S. § 130A-148(i), N.C.G.S. § 9-32, N.C.G.S. §§ 127A-201 to 127A-203, any claims arising under the Texas Labor Code that may be legally waived and released including the New York State or City Texas Payday Act, the Texas Anti-Retaliation Act, the Texas Whistleblower Act, the Texas Commission on Human Rights LawsAct, each all of their amendments (as amendedapplicable), or any other federal, analogous state or and/or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithlaws, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all reliefclaims for monetary recovery, including past or future lost wages, mental anguish, pain and suffering, compensatory damages, punitive damages, liquidated damages, attorneys’ fees, expenses, costs, and interest. The released claims include claims that you know about and those that you may not know about up to and including the date of the execution of this Agreement. The released claims specifically include, without regard to its form or characterization. Included in this General Release are any and limitation, all claims for attorneys’ fees and costs incurred by you for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees reason arising out of or relating to any matters covered by this Agreement. The only claims not released are any claims that arise under this Agreement, and those which, as a matter of law, cannot be released by you under any circumstances. Notwithstanding the broad scope of the matters set forth general release of claims above, the released claims are not intended to bar any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation and unemployment compensation benefits, violations of rules of the U.S. Securities and Exchange Commission, challenges to the validity of the release under the Age Discrimination in Employment Act, or unemployment insurance benefits. Nothing in this paragraph. Employee further represents that Employee will not be entitled Agreement is intended to prohibit or accept interfere with any personal recovery administrative proceeding, including any filing of a charge or participation in any action administrative investigation or proceeding by you; provided, however, that may be commenced you expressly release and waive any right to recovery of any type, including back pay, front pay, compensatory damages, liquidated or punitive damages, attorney’s fees, reinstatement, or any other benefit, in any administrative or court action, whether state or federal, and whether brought by you or on his behalf arising out of your behalf, related in any way to the matters released herebyherein. Nothing in this Agreement shall waive or release any rights or claims that you may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I unconditionally release, waive and family members forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Employment Agreement. This General Release includes actions claiming violation includes, without limitation: (i) claims at law or equity or sounding in contract (express or implied) or tort; (ii) claims arising under any federal, state or local laws of Title VII any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including, without limitation, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and Medical Leave Act of 1993Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human U▇▇▇▇ Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance harassment or retaliation in employment; and the right to bring demands, complaints, causes of action, and claims under any other federal, state, local or common law, statute, regulation or decision); (iii) claims arising under the Employee Retirement Income Security Act; or (iv) any other statutory or common law claims related to my employment with the Company or my separation from the Company. I further covenant not to s▇▇ any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims I have, or might subsequently have in my capacity as a stockholder of Orthofix International N.V. In addition, this Release shall not release the Company from its continuing obligation to honor the terms of the Employment Agreement. However, this Release shall remain in full force and effect regardless of any claim by me that the Company failed to honor the terms of the Employment Agreement. In the event of any such dispute, my sole remedy against the Company shall be to enforce the terms of the Employment Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or informalworkers’ compensation benefits, between Employee state disability compensation, claims for any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of law, may not be released by private agreement. I am also not waiving, and nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, BY SIGNING THIS RELEASE, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS RELEASE.
(c) I acknowledge that different or additional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts. I represent and warrant that I have not previously filed or joined in any claims against the Company or any of the Releasees. This General Release also includes , that I have not given or sold any portion of any claims released herein to anyone else, and that I will indemnify and hold harmless the Releasees from all liabilities, claims, demands, costs, expenses and/or attorneys' fees incurred as a result of any such assignment or transfer.
(d) I acknowledge that I have been given an opportunity of [twenty one (21) / forty five (45)]1 to consider this Release, but I may voluntarily waive that period by signing it earlier, and I acknowledge that I am being advised herein to consult with legal counsel of my own choosing prior to executing this Release. I understand that for wrongful discharge or a period ending at the end of the seventh calendar day following my execution of this Release (“Revocation Period”), I shall have the right to revoke this Release by delivering a written notice of revocation to J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Orthofix Inc. Chief Administrative Officer, General Counsel and Corporate Secretary, 3▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ no later than the end of the seventh calendar day after I sign this Release. I understand and agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, and if I elect to exercise this revocation right, this Release shall be voided in its entirety, and the Company or any shall be relieved of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors successors, and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages damages, and liabilities of every kind based upon any past action, omission omission, or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission omission, or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state state, or local law, regulation, ordinance ordinance, or common law, or under any policy, agreement, understanding understanding, or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission omission, or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Change in Control Severance Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director, or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action action, or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Capital Bank Financial Corp.)
General Release. In consideration of and as a precondition to the Company’s payment of the benefits outlined in this Agreement, which includes consideration to which Employee hereby irrevocably otherwise would not be entitled, Employee and unconditionally releasesCompany agree as follows: ◦ Employee, acquitsfor and on behalf of himself, his agents, heirs, executors, administrators, and assigns, does hereby release and forever discharges discharge the Company Company, and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members each of the aforementioned its and their respective directors, officers, employees, shareholders, members, partners, subsidiaries, affiliates (including any sister and parent companies) and each of their respective agents, directors, officers, partners, employees and attorneys (collectively, the “Releasees” and individually, “Releasee”) ), and each of them, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether suspected or not in litigation which unsuspected, that Employee has or may have relating to, or which could be asserted by another arising out of the employment of Employee with Company, or any claim for negligence or wrongful termination, including any claim for tortious conduct resulting in personal injuries, any claim for harassment or discrimination on Employee’s behalfthe basis of race, based on any actioncolor, omission national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming mental disability, or other protected class, discharge in violation of public policy and/or violation of any state, federal or local law, regulation, ordinance, constitution, or common law, including without limitation, the Age Discrimination in Employment Act (“ADEA”) and its amendment, the Older Workers Benefits Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Fair Labor Standards Acts, as amended, the Americans with Disabilities National Labor Relations Act, as amended, the Labor - Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Equal Pay Act, the Age Pregnancy Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended, the Family Medical Leave Act of 1993, as amended, the California Fair Labor Standards Employment and Housing Act, the Equal Pay California Family Rights Act, the Immigration and Reform Control Actas amended, the Uniform Services Employment California Business and Re-Employment ActProfessions Code, the Rehabilitation Act of 1973as amended, and the New York State California Labor Code, and any other applicable laws and/or regulations of any applicable jurisdiction relating to employment or City Human employment discrimination (including without limitation, the Arizona Civil Rights LawsAct, each as amended, the Colorado Anti- Discrimination Act, as amended, the Georgia Fair Employment Practices Act, as amended, the Illinois Human Rights Act, as amended, the Massachusetts Fair Employment Practices Act, as amended, the Minnesota Human Rights Act, as amended, the New York Human Rights Law, as amended, the North Carolina Equal Employment Practices Act, as amended, the Pennsylvania Human Relations Act, as amended, the Tennessee Anti-Discrimination Act, as amended, the Texas Commission on Human Rights Act, as amended) and the law of contract and tort. However, this release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, or any statutory right to be indemnified for necessary expenditures or losses incurred in the discharge of Employee’s duties under California Labor Code Section 2802. ◦ The Company does hereby release and forever discharge the Employee and his heirs from any and all claims, known or unknown, suspected or unsuspected, that Company has or may have as to the Employee, relating to, or arising out of, the employment of Employee with Company. However, this release is not intended to bar any claims related to the Continuing Obligations, or any claims that, by statute, may not be waived. ◦ Each of the parties is familiar with section 1542 of the California Civil Code, which reads as follows: Each of the parties understands and acknowledge that he or it is releasing unknown claims and waiving all rights he or it has or may have under Civil Code Section 1542 or under any other state statute or common law principle of similar effect based on any acts or failures to act that occurred as of the Effective Date of this Agreement. ◦ Nothing herein is intended to release the Company’s statutory obligation under California Labor Code §2802 to indemnify Employee for any losses or expenditures incurred as a direct consequence of discharging his duties. • Covenant Not To Sue. Employee covenants and agrees that he will never, individually or with any person, or through any agent, commence or prosecute against Company or any Releasee any action or other proceeding for any claim which is released or waived in this Agreement (provided, however, that nothing in this Agreement prevents Employee from challenging the waiver of his ADEA claims set forth below in Section 15). The Company covenants and agrees that it will never, individually or with any person, or through any agent, commence or prosecute against Employee any action or other proceeding otherwise covered by Section 4(b). Employee further agrees that he will not aid, assist, abet or in any way encourage any third party or third-party entity to, in any way, pursue any claims of any kind against Company or any Releasee, unless he is specifically required by law to engage in such activity. Company further agrees that it will not aid, assist, abet or in any way encourage any third party or third-party entity to, in any way, pursue any claims of any kind against Employee or his heirs, unless it is specifically required by law to engage in such activity. This Agreement shall be deemed breached immediately upon the commencement or prosecution of any such action or proceeding by Employee or Company. Notwithstanding the foregoing, the parties acknowledge and agree that the parties are not waiving or being required to waive any right that cannot be waived as a matter of law, including the right to file a charge with or participate in an investigation by a governmental administrative agency such as the Securities and Exchange Commission, Equal Employment Opportunity Commission or equivalent state or local agency in your state or the National Labor Relations Board. Moreover, nothing in this Agreement is intended to preclude any party from entitlement to any monetary recovery awards by the U.S. Securities Exchange Commission or any other federal, state or local lawagency in connection with any action asserted by the Securities and Exchange Commission or such federal, regulationstate or local agency. Moreover, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee the Parties acknowledge and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or agree that the Company Parties are not waiving or being required to waive any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard right to its form or characterization. Included in sue to enforce this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, the undersigned does hereby release and unconditionally releasesforever discharge the “Releasees” hereunder, acquitsconsisting of Sunstone Hotel Investors, Inc., a Maryland corporation, and forever discharges the Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, and each of their officersagents, directors, partnersofficers, members, shareholdersemployees, representatives, agentslawyers, attorneysinsurers, and employees all persons acting by, through, under or in concert with them, or any of them, of and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suits, debts, liens, contracts, agreements, controversiespromises, liensliability, damages and liabilities claims, demands, damages, losses, costs, attorneys’ fees or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether fixed or not contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in litigation which Employee may have or which could be asserted by another on Employee’s behalfany way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-In Employment Act, the Rehabilitation Act of 1973Americans With Disabilities Act, and the New York State or City Human Rights LawsCalifornia Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, each as amendedWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or any other federalWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, state or local lawBEING AWARE OF SAID CODE SECTION, regulationHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, ordinance or common lawAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 1 contract
Sources: Termination and Change in Control Agreement (Sunstone Hotel Investors, Inc.)
General Release. In consideration for the Payment, Employee hereby irrevocably fully and unconditionally releasescompletely releases and gives up any and all waivable claims and rights that Employee may have against the Company, acquitsits parents, subsidiaries, and forever discharges the Company and its affiliates, including but not limited to Greenlane Holdings, Inc., and each of their officers, directors, partners, members, shareholders, representativesemployees, agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and employees and each of the affiliates, and all of their predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ). This Agreement applies to all waivable claims resulting from any and all rightsanything that has happened up through the date that Employee signs this Agreement, claims, charges, demands, obligations, causes including claims of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may have or which could be asserted by another on arise from events that occur after Employee signs this Agreement. Without limiting the generality of the foregoing, Employee specifically releases all waivable claims relating to: (i) Employee’s behalfemployment by the Company, based on any actionthe terms and conditions of such employment, omission or event relating the Employment Agreement, employee benefits related to Employee’s employment with the Company Company, the termination of Employee’s employment with the Company, and/or any of the cessation thereof through events relating directly or indirectly to or surrounding such termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the date Employee executes Age Discrimination in Employment Act of 1967, as amended (“ADEA”) (this Agreement. This General Release includes actions claiming violation of release is meant to comply with the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure that individuals age 40 or older who waive their rights under the ADEA do so knowingly and voluntarily), the Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by amended, the Older Workers’ Benefit Protection ActEqual Pay Act (“EPA”), the Family and Medical Leave Act of 1993Act, as amended (“FMLA”), the Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the New York State or City Human Rights Laws, each as amendedNational Labor Relations Act (“NLRA”), or any other federal, state or local discrimination, harassment, whistle blowing or retaliation law; (iii) any and all claims for damages of any kind whatsoever, regulationincluding without limitation compensatory, ordinance or common lawpunitive, or treble, liquidated and/or consequential damages; (iv) any and all claims under any policycontract, agreementwhether express or implied, understanding or promise, written or oral, formal or informal, between Employee and the Company or all claims in equity; (v) any of the Releasees. This General Release also includes any and all claims for wrongful discharge unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations or codes; and (vii) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. Employee represents that Employee knows of no claim that Employee has against the Company or any of the other Releasees has dealt with that is not released Employee’s Initials____ Company’s Initials ____ by this Section 4. Employee unfairly or in bad faith, understands and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under agrees that this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive is binding on Employee and on anyone who succeeds to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyEmployee’s rights.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the ______ short-term incentive award) and unconditionally releases, acquitsthe terms of the Severance Plan pursuant to which Executive is eligible for lifetime flight benefits upon retirement, and forever discharges the other valuable consideration, Executive hereby releases UAL and Company and its affiliates, each of their subsidiaries and affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) attorneys from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Illinois Human Rights Act, the Age Discrimination in Employment Illinois Wage Payment and Collection Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federalstatutory, state or local lawtort, regulation, ordinance contract or common lawlaw cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), or under any policyother compensation plan or program of UAL or Company, agreementor (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, understanding known or promiseunknown, written of any kind in any way relating to or oralpertaining to Executive’s employment by, formal or informalservices rendered to or for, between Employee and the UAL, Company or any of the Releasees. This General Release also includes any their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims for wrongful discharge or that the Company or any arising from a breach by Executive of the other Releasees has dealt with Employee unfairly Severance Plan or in bad faithof Executive’s obligations under the Qualified Plans, and any actions raising tortious claims under Executive’s outstanding grants of stock options or any claim of express or implied contract of employment or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other cause compensation plan or program of action UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of violation execution of common lawthis Agreement by Executive, Company and UAL. This General Release Each party agrees that this Agreement is for any not and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects shall not be construed as an admission of any past action, omission wrongdoing or eventliability on the part of any such party. Notwithstanding the foregoing, this release shall not release the Company from its post-employment obligations under this Agreement created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification restricted stock, Executive’s outstanding awards under the terms Incentive Programs, or outstanding awards under any other compensation plan or program of the Employment AgreementUAL or Company, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or existing agreements governing Executive’s flight benefits relating to any of the matters set forth in this paragraph. Employee further represents that Employee will other airlines, if any, are not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyreleased.
Appears in 1 contract
Sources: Retirement and Transition Agreement (United Airlines, Inc.)
General Release. Employee hereby irrevocably agrees and unconditionally releasesunderstands that Employee is receiving in exchange for Employee’s promises contained in this Release, acquitssomething of value to Employee. Employee has determined that this is a fair exchange. In order for Employee to receive this consideration, Employee knowingly and forever discharges voluntarily releases Released Parties from every possible claim that Employee can legally waive arising prior to the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each date of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and this Release. This waiver should be construed as broadly as possible to release all rights, possible claims, chargesdebts, obligations, demands, obligationsjudgments, or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every any kind based upon any past action, omission or eventwhatsoever, whether known or unknown, that may be waived. However, for additional clarity, the following is a list of some of the types of claims included in this Release: all claims in tort (for negligent or intentional acts), in contract, by statute, for constitutional violation, for wrongful discharge, discrimination, harassment, retaliation, or claims of personal injury, for compensatory, punitive, or other damages, expenses, reimbursements, or costs of any kind, including but not limited to, any and whether all claims, demands, rights, and/or causes of action arising out of employment with Company or not in litigation which Employee may have Released Parties, or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s purported employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation discrimination or violations of civil rights, including, but not limited to, those arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActCivil Rights Acts of 1866 and/or 1871, the Family and Medical Leave Act (“FMLA”), the Age Discrimination in Employment Act of 19931967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990 (“ADA”), public and private whistle blower laws, Employee Order 11246, the Equal Pay Act of 1963, the Rehabilitation act of 1973, the Employee Retirement Income Security Act of 19741974 (“ERISA”), the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedother benefits laws, or any other applicable federal, state or local law, regulation, employment discrimination statute or ordinance or any other claim, whether statutory or based on common law, or under any policyarising by reason of Employee’s employment with Company, agreementinvestment in Company, understanding or promise, written or oral, formal or informal, between Employee and the service as a director and officer of Company or the Released Parties, the separation from that employment or circumstances related thereto or by reason of any other matters, cause, or thing whatsoever, from the beginning of time to the Releasees. This General Release also includes signing of this Release, and specifically releases any claims for wrongful discharge or that the Company or Released Parties have any of the other Releasees has dealt with obligation to rehire Employee unfairly or in bad faith, and at any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebytime.
Appears in 1 contract
Sources: Separation Agreement (nFinanSe Inc.)
General Release. Employee hereby irrevocably and unconditionally In return for Employer’s obligations under this Agreement, Executive, to the fullest extent permitted by law, waives, releases, acquitsand discharges Employer, The Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and forever discharges all of the Company entities listed on Exhibit A hereto, together with all such entities’ current and its affiliates, and their former officers, directors, partnersagents, membersemployees, shareholderssubsidiaries, representativesaffiliated entities, agentsrelated entities, attorneys, and employees and each of the affiliates, predecessors, successors and assignsany other representatives, and family members successors in interest (collectively referred to as “Released Parties”), separately, together, or in any combination, from any known or unknown claims and any causes of action, including arising in the aforementioned course of or out of Executive’s employment with Employer or the end of Executive’s employment with Employer, under any United States federal, state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. This release covers claims and causes of action that Executive knows and may not know at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, the Employer, on behalf of itself, and the entitles listed on Exhibit A hereto, or any entity controlling or in common control with said entities (collectively, the “ReleaseesEmployer Entities”) ), to the fullest extent permitted by law, waives, releases, and discharges the Executive from any known claims and all rights, claims, charges, demands, obligations, any causes of action, promises, agreements, controversies, liens, damages and liabilities including those arising in the course of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeout of Executive’s employment with Employer, the Company and/or end of Executive’s employment with Employer, and holding any office with the cessation thereof through Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. Executive and Employer intend that, to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or any other legal claim by Executive against any of the Released Parties and the Employer Entities against the Executive about anything that occurred before the date Employee executes of the signing of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Notwithstanding Section 3(c) below, the Americans only claims and causes of action that Executive is not waiving, releasing, and discharging are for the consideration that Executive will receive under Sections 2(a), 2(b), and 2(f) of this Agreement (provided he complies with Disabilities Acthis obligations under this Agreement), any vested benefits to which Executive may be entitled under the Employer’s retirement plans, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedOption Plan, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithcurrent benefit plans, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause and causes of action or claims that, as a matter of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, includingreleased, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydischarged.
Appears in 1 contract
General Release. A. Employee hereby unconditionally, irrevocably and unconditionally releases, acquitsabsolutely releases and discharges Employer, and forever discharges the Company any and its affiliatesall parent and subsidiary corporations, divisions and their affiliated corporations, partnerships or other affiliated entities of Employer, past and present, as well as Employer’s past and present employees, officers, directors, partners, members, shareholdersinsurers, representativesemployee benefit plans and fiduciaries, attorneys, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, “Released Parties”), from all claims related in any way to the “Releasees”) from any transactions or occurrences between them prior to or at the Termination Date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Employer, Employee’s termination of employment, and all rightsother losses, liabilities, claims, charges, demands, obligations, demands and causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether suspected or not unsuspected, arising directly or indirectly out of or in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to way connected with Employee’s employment with Employer that may be released under applicable law (the Company and/or the cessation thereof through the date Employee executes this Agreement“Released Claims”). This General Release includes actions claiming violation release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to alleged violations of federal, state or local law (including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by Act of 1967 (the Older Workers’ Benefit Protection Act“ADEA”), the Family and Medical Leave Act, the Civil Rights Act of 19931866, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973(with respect to unvested benefits), and Chapter 21 of the New York State or City Human Rights LawsTexas Labor Code, each all as amended), or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees fees, costs and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or eventexpenses. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the broad terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has is not commenced releasing (i) any claim or joined right to director and officer (D&O) insurance coverage for any acts arising prior to the Termination Date, (ii) any claim or rights arising under the Separation Agreement, (iii) any claim or rights to earned compensation or vested employees benefits, including the Accrued Obligations (as defined in the Employment Agreement), (iv) any claim, charge, action or proceeding whatsoever against rights as an equityholder of the Company or any with respect to equity or vested incentive equity awards of the Releasees Company; and/or (v) any claim or right arising out of or relating to any after the date Employee signs this Release.
B. Notwithstanding the broad scope of the matters release set forth in this paragraphSection 1, this Release is not intended to bar, and the defined term “Released Claims” does not include, any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation benefits or unemployment insurance benefits or Employee’s right to provide information to, participate in a proceeding before, or pursue relief from the National Labor Relations Board, the Equal Employment Opportunity Commission, or the Securities and Exchange Commission (“SEC”), and other similar federal, state, or local government agencies (collectively, “Government Agencies”). Provided, however, that if Employee further does pursue an administrative claim that may not be waived as a matter of law, or such a claim is pursued on Employee’s behalf, Employee expressly waives Employee’s individual right to recovery of any type, including monetary damages or reinstatement, for any such claim, except that this limitation on monetary recovery will not apply to claims for workers’ compensation, unemployment insurance benefits, or any right to seek or recover a monetary whistleblower award from Government Agencies as part of a government-administered whistleblower award program for providing information directly to Government Agencies (a “Whistleblower Award”). In addition, Employee shall not be prohibited, pursuant to this Release or the Separation Agreement, from providing any confidential information to the SEC, cooperating with or assisting in an SEC investigation or proceeding or receiving any monetary award as set forth in Section 21F of the Securities Exchange Act of 1934. C. Employee acknowledges that Employee may discover facts or law different from, or in addition to, the facts or law that Employee knows or believes to be true with respect to the Released Claims and agrees, nonetheless, that this Release and the Separation Agreement shall be and remain effective in all respects notwithstanding such different or additional facts or law or the discovery of them. D. Subject to Section 1.B above, Employee declares and represents that Employee will intends this Release to be complete and not be entitled subject to or accept any personal recovery in any action or proceeding claim of mistake, and that may be commenced on his behalf arising out the release herein expresses a full and complete release of the matters released herebyReleased Claims and Employee intends the release herein to be final and complete. Employee executes this Release with the full knowledge that the release herein covers all Released Claims against the Released Parties, to the fullest extent permitted by law. E. By execution of this Release, Employee represents that (a) Employee has been paid or otherwise received all wages, vacation, bonuses, or other amounts owed to Employee by Employer, other than those specifically addressed in the Separation Agreement as payable following the Termination Date, (b) Employee has not been denied any request for leave or accommodation to which Employee believes Employee was legally entitled, and Employee was not otherwise deprived of any of Employee’s rights under the Family and Medical Leave Act, the Americans with Disabilities Act, or any similar state or local statute, and (c) Employee has not suffered any harassment, retaliation, employment discrimination, or work-related injury or illness while employed by Employer.
Appears in 1 contract
Sources: Employment Agreement (CyrusOne Inc.)
General Release. Employee hereby The Executive agrees, for himself, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and other persons or entities acting or purporting to act on his behalf, to irrevocably and unconditionally releasesrelease, acquitsacquit and forever discharge the Company, and forever discharges the Company's directors, officers, Executives, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by the Company and its affiliatessaid plans' fiduciaries, agents and their officerstrustees (the foregoing being referred to herein as the "Released Parties"), directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsactions, cause of action, suits, claims, chargesobligations, liabilities, debts, demands, obligationscontentions, causes damages, judgments, levies and executions of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventkind, whether in law or in equity, known or unknown, and whether which the Executive has, has had, or not may in litigation which Employee may the future claim to have against any of the Released Parties by reason of, arising out of, related to, or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s resulting from Executive's employment with the Company and/or or the cessation thereof through the date Employee executes this Agreementtermination thereof. This General Release release specifically includes actions claiming violation without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim which the Executive has or has had under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by amended, the Older Workers’ Benefit Protection Americans with Disabilities Act, as amended, and the Family and Medical Leave Act of 1993, the Employee Executive Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee . It is understood and agreed that the Company or any waiver of benefits and claims contained in this Paragraph does not include a waiver of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard right to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects payment of any past actionvested, omission nonforfeitable benefits to which the Executive or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights a beneficiary of the Executive to indemnification may be entitled under the terms and provisions of any Executive benefit plan of the Employment AgreementCompany which have accrued as of the Retirement Date, and does not include a waiver of the by-laws, charter or any insurance policy under right to benefits and payment of consideration to which the Executive may be entitled under this Retirement Enhancement Agreement. The Executive acknowledges that he is only entitled to coverage; the additional benefits and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents Retirement Enhancement Agreement, and that Employee will not be entitled to all other claims for any other benefits or accept any personal recovery compensation are hereby waived, except those expressly stated in any action or proceeding that may be commenced on his behalf arising out of the matters released herebypreceding sentence.
Appears in 1 contract
Sources: Retirement Enhancement Agreement (Agl Resources Inc)
General Release. Employee In consideration for the Separation Benefits, Executive hereby irrevocably releases and unconditionally releases, acquitsdischarges the Company, and forever discharges the Company each of its past and its present parents, subsidiaries, predecessors, successors, assigns, related companies, affiliates, entities or divisions, and their past and present employee benefits plans, trustees, fiduciaries, and administrators, and any and all of their respective past and present stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promisesor liabilities, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether of any kind which Executive, or not Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in litigation which Employee the term “Executive” for purposes of this Section 5) have, had, or may have or which could be asserted by another on Employee’s behalfagainst the Releasees, based on any actionevents or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, omission regardless of whether such claims are now known or event are later discovered, including any and all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, or relating to the cessation thereof through of Executive’s employment or claims related to any rights of continued employment, reinstatement or reemployment, including but not limited to claims or liabilities under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Fair Labor Standards Act, the Family and Medical Leave Act of 1993Rehabilitation Act, the Occupational Safety and Health Act, Employee Retirement Income Security Act of 1974, the Fair Labor Standards Older Worker Benefit Protection Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Uniformed Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Biometric Privacy Act, and the New York State or City Human Rights Lawsany other statutory, each as amendedtort, contract, or common law cause of action to the fullest extent permitted by law, other than any other obligations, claims, or liabilities set forth in the second and third paragraphs of this Section 5. This release is to be broadly construed in favor of the Releasees. In the event any person, entity, or federal, state or local lawgovernment agency, regulationincluding but not limited to the Equal Employment Opportunity Commission (“EEOC”), ordinance pursues a claim on Executive’s behalf or common lawon behalf of a class to which Executive may belong against Employer, Executive hereby waives the right to recover monetary damages or injunctive relief in favor of Executive from or against Employer. Executive acknowledges that the consideration that Executive will receive in exchange for Executive’s waiver of the claims specified herein exceeds anything of value to which Executive is already entitled; that Executive was h▇▇▇▇▇ advised in writing to consult with an attorney and that Executive had at least 21 calendar days to consider this Agreement; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that Executive has not assigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received (or will receive as provided herein) all compensation, benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due; and that Executive has not suffered any injury that resulted, in whole or in part, from Executive’s work at the Company that would entitle Executive to payments or benefits under any policystate worker’s compensation law and the separation of Executive’s employment from the Company is not related to any such injury. Notwithstanding anything to the contrary in this Agreement, agreementExecutive is not waiving (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, understanding including under any pension, supplemental retirement or promisesavings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, written or oral, formal or informal, between Employee the applicable constituent documents (including bylaws and certificates of incorporation) of the Company or its subsidiaries, or any of the Releasees. This General Release also includes any claims for wrongful discharge or applicable D&O insurance policy that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, may maintain; and any actions raising tortious claims or any claim of express or implied contract of employment or (f) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that right which cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any waived as a matter of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebylaw.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the 2024 short-term incentive award) and unconditionally releases, acquitsthe terms of the Severance Plan pursuant to which Executive is eligible for lifetime flight benefits upon retirement, and forever discharges the other valuable consideration, Executive hereby releases UAL and Company and its affiliates, each of their subsidiaries and affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) attorneys from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Illinois Human Rights Act, the Age Discrimination in Employment Illinois Wage Payment and Collection Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federalstatutory, state or local lawtort, regulation, ordinance contract or common lawlaw cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), or under any policyother compensation plan or program of UAL or Company, agreementor (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, understanding known or promiseunknown, written of any kind in any way relating to or oralpertaining to Executive’s employment by, formal or informalservices rendered to or for, between Employee and the UAL, Company or any of the Releasees. This General Release also includes any their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims for wrongful discharge or that the Company or any arising from a breach by Executive of the other Releasees has dealt with Employee unfairly Severance Plan or in bad faithof Executive’s obligations under the Qualified Plans, and any actions raising tortious claims under Executive’s outstanding grants of stock options or any claim of express or implied contract of employment or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other cause compensation plan or program of action UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of violation execution of common lawthis Agreement by Executive, Company and UAL. This General Release Each party agrees that this Agreement is for any not and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects shall not be construed as an admission of any past action, omission wrongdoing or eventliability on the part of any such party. Notwithstanding the foregoing, this release shall not release the Company from its post-employment obligations under this Agreement created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification restricted stock, Executive’s outstanding awards under the terms Incentive Programs, or outstanding awards under any other compensation plan or program of the Employment AgreementUAL or Company, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or existing agreements governing Executive’s flight benefits relating to any of the matters set forth in this paragraph. Employee further represents that Employee will other airlines, if any, are not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyreleased.
Appears in 1 contract
Sources: Retirement and Transition Agreement (United Airlines, Inc.)
General Release. Employee hereby In consideration of the benefits being provided to Executive under Paragraph 2 of this Agreement, Executive, on behalf of himself and Executive’s heirs, estate, executors, beneficiaries, administrators, successors, assigns and all others connected with or claiming through Executive, irrevocably and unconditionally releases, acquitsreleases the Company, and forever discharges the Company and all of its affiliatesparents, subsidiaries, or other affiliated companies, and all of their officerspresent and former owners, directors, partnersofficers, memberspresidents, shareholders, representativesexecutives, agentsemployee benefit plans and all of the trustees, fiduciaries or administrators thereof, employees, insurers, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned agents (collectively, the collectively referred to as “Releasees”) ), from any and all rights, claims, chargesactions and expenses (including attorneys’ fees and costs) of any nature, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee Executive may have (or which could may be asserted by able to bring on behalf of another on Employee’s behalfperson), based on from the beginning of time to the date this Agreement is executed, relating in any action, omission or event relating way to EmployeeExecutive’s employment with or separation from the Company and/or the cessation thereof through the date Employee executes this AgreementCompany, or otherwise. This General Release includes actions claiming violation any claims of Title VII negligence, breach of contract, oral or written, implied or otherwise, wrongful discharge, defamation, other claims at common law and intentional torts, all statutory claims under federal, state and local laws regulating employment, including but not limited claims under the Employee Retirement Income Security Act (“ERISA”), the Americans With Disabilities Act, the Civil Rights Act of 19641964 (Title VII), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by including the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay New York State Human Rights Law, the New York State Labor Law, the New York Civil Rights Law, the New York Non-Discrimination for Legal Activities Law, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the Immigration and Reform Control New Jersey Conscientious Employee Protection Act, the Uniform Services Employment all laws in New York and Re-Employment ActNew Jersey governing wage and hour, the Rehabilitation Act of 1973sick leave, workers’ compensation and the New York State or City Human Rights Laws, each and New Jersey Constitutions; as amended, or well as claims under any other federal, state or local lawstatute, regulationorder or regulation pertaining to leave or discrimination, ordinance or common lawretaliation, or under any policyharassment in employment on the basis of age, agreementrace, understanding or promisereligion, written or oraldisability, formal or informalhandicap, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithnational origin, and any actions raising tortious claims or any claim of express or implied contract of employment sex, sexual orientation, gender, or any other cause of action characteristic or claims of violation of common lawconduct protected by law or other laws governing employment. This General Release is for Executive waives any and all reliefright to future employment with the Company, without regard and agrees not to its form or characterizationseek reinstatement with the Company. Included Nothing in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any affects Executive’s rights of the Executive to indemnification under vested benefits provided in accordance with the terms of the Employment Agreementan employee benefit plan subject to ERISA, the by-lawsif any, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyexcept as provided herein.
Appears in 1 contract
General Release. Employee (a) Effective as of the Closing, each Seller hereby unconditionally and irrevocably and unconditionally releases, acquits, remises, discharges and forever discharges releases the Company, the Company and its affiliatesSubsidiaries, Buyer and their officers, directorsrespective Affiliates, partners, membersmanagers, shareholdersemployees, representativesofficers, agents, attorneys, directors and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned agents (collectively, the “Buyer Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages Liabilities and liabilities obligations of every kind based upon any past action, omission or eventwhatsoever, whether known accrued or unknownfixed or determined or determinable, and including those arising under any Law, Contract, agreement, arrangement, commitment or undertaking, whether written or not oral to the extent arising on or before the Closing; provided, however that in litigation which Employee may have no event shall this 6.13 constitute a release by (i) any Seller of any Liabilities or which could be asserted by another on Employee’s behalfobligations of Buyer, based on its Affiliates or any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes third party arising under this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, Agreement or any other federalTransaction Document, state including, without limitation, the obligations under Section 6.24 hereof, (ii) any Management Seller of any Liabilities of Buyer, its Affiliates or local lawany third party arising from any fraud, regulationembezzlement or misappropriation of funds or assets or similar willful misconduct, ordinance (iii) any Management Seller of any Liabilities or common lawobligations of any Buyer Releasee pursuant to any Contract between such Buyer Releasee and such Management Seller that is set forth on Section 4.08(a)(vii) of the Sellers’ Disclosure Letter, (iv) any Management Seller of any rights he or she may have to indemnification or expense advancement under any policyprovision of the articles of association, agreement, understanding by-laws or promise, written or oral, formal or informal, between Employee and other organizational documents of the Company or any Company Subsidiary, (v) any Management Seller of any rights to unpaid salary, accrued vacation, or other employee benefits described pursuant to 4.19(a) of the Releasees. This General Release also includes any claims for wrongful discharge or that Sellers’ Disclosure Letter, in each case accrued and earned by such Management Seller as of the Closing.
(b) Effective as of the Closing, the Buyer and the Company or any of hereby unconditionally and irrevocably acquits, remises, discharges and forever releases each Seller and their respective Affiliates, partners, managers, employees, officers, directors and agents (collectively, the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for “Seller Releasees”) from any and all reliefLiabilities and obligations of every kind whatsoever, without regard whether accrued or fixed or determined or determinable, including those arising under any Law, Contract, agreement, arrangement, commitment or undertaking, whether written or oral to its form the extent arising on or characterization. Included before the Closing; provided, however that in no event shall this General Release are 6.13(b) apply in any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects way to any Liabilities or obligations of any past actionSeller, omission its Affiliates or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations any third party arising (i) under this Agreement or the Employment Agreement; this release shall not release the Company any other Transaction Document or (ii) from its obligations regarding any rights fraud, embezzlement or misappropriation of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter funds or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release assets or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebysimilar willful misconduct.
Appears in 1 contract
General Release. In consideration of the Company’s obligations under this Release, Employee hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and each of its affiliatessubsidiaries and affiliates and each of their respective officers, and their officersemployees, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorscontractors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleased Parties”) from any and all rights, claims, charges, demands, obligations, actions or causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon action in any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating way related to Employee’s employment with the Company and/or or the cessation thereof through termination thereof, or related to Employee’s relationship(s) with the date Employee executes this Agreement. This General Release includes actions claiming Released Parties, whether arising from tort, common law, statute, contract or Company plan, including but not limited to, (a) claims of wrongful discharge, breach of contract, breach of implied contract, failure to keep any promise, breach of a covenant of good faith and fair dealing, breach of fiduciary duty, estoppel, reliance upon any representation, Employee’s activities, if any, as an actual or alleged “whistleblower,” defamation, infliction of emotional distress, outrageous conduct, fraud, misrepresentation, negligence, harassment, retaliation or reprisal, constructive discharge, assault, battery, false imprisonment, invasion of privacy, interference with contractual or business relationships, any other wrongful employment practices, or violation of any other principle of common law, (b) claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.1964 and 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, as amended by 42 U.S.C. Section 1981, the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Family Medical Leave Act, the Uniform Services Employment and Re▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Genetic Information Non-Employment discrimination Act, the Rehabilitation Act of 1973Worker Adjustment and Retraining Notification Act, and the New York State or City Human Rights Laws, each as amendedFair Credit Reporting Act, or (c) claims arising under the discrimination, wage payment, or employment laws and any other federal, state or local lawstatutes or ordinances of the United States, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee it being Employee’s intention and the Company or any intention of the ReleaseesCompany to make this Release as broad and as general as the law permits (the “Claims”). This General Employee understands that this Release also includes any does not waive claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release law does not waive, release or otherwise discharge any claim or cause of action that cannot legally allow to be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding claims that may be commenced arise after the date on his behalf arising out which the Release is executed, or claims related to breach or enforcement of the matters released herebythis Release.
Appears in 1 contract
Sources: Change in Control and Severance Agreement (Tengasco Inc)
General Release. Employee For and in consideration of the payments and promises set forth in this letter agreement, and other good and valuable consideration, the sufficiency of which is hereby irrevocably and unconditionally releasesacknowledged, acquitsyou hereby release, acquit, and forever discharges discharge the Company Company, NTELOS Inc. and its all their affiliates, parents, subsidiaries, partners, joint venturers, owners, and shareholders, and all of their officers, directors, partners, members, shareholdersemployees, representatives, and agents, attorneys, and employees and each of the affiliates, predecessors, all successors and assignsassigns thereof (each a “Released Party”), and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, complaints, demands, liabilities, obligations, causes of action, promises, agreements, controversies, liensdamages, damages and liabilities actions, causes of every kind based upon any past action, omission or eventsuits, whether rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, and whether which you now have, had, or not in litigation which Employee may hereafter claim to have had against the Company, NTELOS Inc. or which could be asserted by another on Employee’s behalfany other Released Party, based on of any actionkind or nature whatsoever, omission arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute (or, if applicable, re-execute) this letter agreement. The claims knowingly and voluntarily released herein include, but are not limited to, all claims relating in any way to Employee’s your employment with the Company and/or Company, NTELOS Inc. or any Released Party, or the cessation thereof through conclusion of that employment, whether such claims are now known or are later discovered, including claims under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.§ 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1993or other federal or state wage and hour laws, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Actclaims for breach of contract, the Immigration and Reform Control Actinfliction of emotional distress, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973claims under any other federal or state law pertaining to employment or employment benefits, and the New York State or City Human Rights Laws, each as amended, or any other federalclaims of any kind based on any contract, state or local lawtort, ordinance, regulation, ordinance or common lawstatute, or under any policyconstitution; provided, agreementhowever, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes that nothing in this Agreement shall be interpreted to release any claims which you may have for wrongful discharge or workers compensation benefits. You acknowledge that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, this letter agreement is a complete defense and any actions raising tortious claims or shall constitute a full and final bar to any claim of express by you based on any act, omission, transaction, matter, or implied contract of employment event which has occurred or any other cause of action or claims of violation of common law. This General Release is for any and all reliefalleged to have occurred up to the date you execute (or, without regard to its form or characterization. Included in if applicable, re-execute) this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyletter agreement.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges In consideration for the obligations of the Company under Sections 5(b) and its affiliates5(c) above, to which the Executive acknowledges that the Executive is not otherwise entitled, Executive is waiving and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of releasing the affiliates, predecessors, successors and assigns, and family members of the aforementioned Released Parties (collectively, the “Releasees”defined below) from any and all rightsknown or unknown claims and causes of action Executive has or may have, claimsas of the day Executive signs this Agreement (or as of the Planned Advisory Period Termination Date with respect to the release given in connection with the Reaffirmation), chargesagainst Ulta arising out of Executive’s employment with Ulta, demandsincluding Executive’s transition of and separation from employment as reflected herein. The claims Executive is releasing include, obligationsbut are not limited to, the following:
▇. ▇▇▇▇▇▇, actions, causes of action, promises, agreements, controversies, liens, damages and rights or liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of arising under Title VII of the Civil Rights Act, the Civil Rights Act of 19641991, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActThe Civil Rights Act of 1966, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993(“ADEA”) if applicable, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Americans with Disabilities Act, the Equal Family and Medical Leave Act, the National Labor Relations Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Immigration Workers Adjustment and Reform Control ActRetraining Notification Act (“WARN”), the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973Illinois WARN, and the New York State or City Illinois Human Rights LawsAct, each all as amended, or and any other federal, state state, municipal, or local employment discrimination, harassment or retaliation statutes including, but not limited to, claims based on age, sex, race, color, ethnicity, religion, national origin, citizenship, immigration status, marital status, gender, gender identity and expression, genetic information, sexual orientation, ancestry, parental status, reproductive health decision making, protected off-duty conduct, disability, and veteran status, or any allegation that payment under this Agreement was affected by any such discrimination, harassment, or retaliation, failure to accommodate or failure to engage in the interactive process;
▇. ▇▇▇▇▇▇, actions, causes of action, rights or liabilities arising under any other federal, state, municipal, or local statute, law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and regulation;
c. all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission that Executive has been adversely affected by a discriminatory pay decision or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedother discriminatory practice, including, but not limited to, claims that compensation Executive received has been reduced because of discrimination based on gender, race, national origin, age, or disability;
d. except as otherwise provided under Section 5(b) of this Agreement, all claims to any claim payment or regarding the calculation of Executive’s payment under Ulta’s Corporate Management Bonus Plan for earned but unpaid wagesExecutives or any other bonus, workers’ compensation benefitsincentive compensation, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents vacation or Illinois Paid Leave program offered by Ulta;
e. any rights to become a member of any class in a case in which claims are asserted against ▇▇▇▇ that Employee has not commenced or joined relate in any claimway to Executive’s employment or Executive’s separation from employment with Ulta. If Executive is made a member of a class in any proceeding, charge, action or proceeding whatsoever against the Company or any Executive will opt out of the Releasees class at the first opportunity (and/or not opt in); and any other claim whatsoever including, but not limited to, claims for severance pay, breach of contract, promissory estoppel, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence, plus any other common law, statutory or other claim whatsoever arising out of or relating to Executive’s employment with and separation from employment with Ulta or any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyReleased Parties.
Appears in 1 contract
Sources: Transition and Advisory Agreement (Ulta Beauty, Inc.)
General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably and unconditionally releases, acquits, waive and forever discharges release and discharge the Company and its current, future, and former affiliates, and their related entities, parents, divisions, subsidiaries, officers, directors, partners, members, shareholdersemployees, attorneys, agents, representatives, agentsinsurers, attorneys, and employees and each of the affiliatesreinsurers, predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages claims and liabilities of every kind based upon any past actionnature whatsoever, omission or event, whether known or and unknown, fixed and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalfcontingent, arising out of, based on any actionon, omission or event relating related to Employee’s employment with the Company and/or Company, the cessation thereof through termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee executes signs this Agreement. This General Release includes actions claiming , including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, ; the Age Discrimination in Employment Act, as amended by ; the Older Workers’ Benefit Workers Benefits Protection Act, ; the Federal Family and Medical Leave Act of 1993, Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974, ; the Fair Labor Standards Occupational and Safety Health Act, ; the Equal Pay Act, ; the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment employment Act, ; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; and the Philadelphia Fair Practices Ordinance; and claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesattorney’s fees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release full release is for any and all relief, without regard no matter how denominated, including but not limited to its form wages, back pay, front pay, bonuses, benefits, compensatory, liquidated, or characterizationpunitive damages, and attorney’s fees. Included To the extent specifically required by applicable law, this Agreement and release does not prohibit Employee from participating in this General Release are the investigation of, filing of a claim with, or testifying before a government agency, including the Equal Employment Opportunity Commission or state equivalent. Nevertheless, Employee represents and agrees that Employee has waived fully and completely any and all claims for attorneys’ fees rights to recover any monetary and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined other relief in any claim, connection with a charge, action complaint, or proceeding whatsoever against lawsuit pursued with such government agency concerning the Company or any of Releasees, to the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebymaximum extent permitted by law.
Appears in 1 contract
Sources: Separation Agreement (Aravive, Inc.)
General Release. Employee hereby irrevocably In consideration of the payments and unconditionally releases, acquitsconsideration provided by AHA in Section 3 above, and forever discharges the Company and its affiliatesas a material inducement to AHA to enter into this Agreement, and their officersEmployee, directorson behalf of Employee, partnersEmployee’s heirs, membersestate, shareholdersexecutors, administrators, trustees, agents, representatives, agents, attorneys, and employees and each of the affiliates, predecessorslegal representatives, successors and assigns, does hereby irrevocably and family members unconditionally release, acquit and forever discharge each of the aforementioned Releasees (collectively, the “Releasees”as defined below) from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, debts, administrative or agency charges, dues, sums of money, claims, complaints, liabilities, obligations, agreements, controversiespromises, lienssuits, damages damages, demands, judgments, costs, losses, expenses and liabilities legal fees and expenses of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether suspected or not in litigation unsuspected, which Employee or Employee’s heirs, estate, executors, administrators, trustees, agents, representatives, attorneys, legal representatives, successors and assigns ever had, now have or hereafter can, shall or may have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of the world to the execution of this Agreement. This release shall include, but not be limited to any and all rights or claims (i) arising out of, or which could might be asserted by another on Employee’s behalfconsidered to arise out of or to be connected in any way to, based on any action, omission or event relating to Employee’s employment with AHA or any other Releasee or the Company and/or termination thereof; (ii) arising under federal, state or local laws, regulations or requirements, including but not limited to the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Workers Adjustment Retraining and Notification Act, The Georgia Equal Employment for Persons with Disabilities Code, The Georgia Equal Pay Act, the Immigration and Reform Control The Georgia Fair Employment Practices Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973The Georgia Workers' Compensation Law, and the New York State or City Human Rights Laws, each as amendedall rights and claims relating to whistleblower activity, or any other federaldiscrimination (on the basis of sex, state race, color, national origin, religion, disability or local lawotherwise), regulationwrongful termination, ordinance wrongful employment practices or common lawrelating to Employee’s employment with, or under termination of employment from, AHA and; (iii) any policyclaim of tort, agreementcontract, understanding negligence, defamation, fraud, misrepresentation, breach of contract, intentional or promisenegligent infliction of emotional distress, written or oralbreach of any covenant of good faith and fair dealing, formal or informalassault, between Employee and the Company or any battery, duress, invasion of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm; and (iv) any actions raising tortious claims claim or rights arising out of Employee’s employment or offer letter. As used in this Agreement, the term “Releasees” is a collective reference to AHA and its present, former and future subsidiaries, affiliates, successors, assigns and employee benefit plans, and each of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to be a release of Employee’s vested rights, if any, under the AHA’s pension plan or any claim arising after the effective date of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Sources: Severance Agreement