Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 14 contracts
Sources: Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agencywill preclude, prohibit or to file a charge or complaint with restrict Employee from (a) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); or (b) participating or cooperating in any investigation conducted by any governmental agency or commission (a “Government Agency”)authority. In addition, nothing contained Nothing in this Separation Agreement and Release limits Agreement, or any other agreement between the Executive’s ability to communicate with any Government Agency parties, prohibits or otherwise participate is intended in any investigation manner to prohibit, Employee from (a) reporting a possible violation of federal or proceeding that may be conducted by other applicable law or regulation to any Government Agencygovernmental agency or entity, including but not limited to the ExecutiveDepartment of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (b) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Employee’s ability right to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. Employee does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange CommissionEmployee is not required to notify the Company that Employee has made such reports or disclosures. In addition, for Nothing in this Agreement or any other agreement or policy of the avoidance of doubt, pursuant Company is intended to interfere with or restrain the federal Defend Trade Secrets Act of 2016, the Executive shall immunity provided under 18 U.S.C. §1833(b). Employee cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that is made (a) is made (i) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (c) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
Appears in 6 contracts
Sources: Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (other governmental or regulatory entity concerning any act or omission that Employee reasonably believes constitutes a “Government Agency”)possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, nothing contained in Employee further understands that this Separation Agreement and Release limits the Executivedoes not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencygovernmental agency or other governmental or regulatory entity, including the Executive’s ability to provide providing documents or other information, without notice to the Company. Further, nor does anything contained nothing in this Separation Agreement and Release apply prevents Employee from: (a) filing an action in court alleging that his release of claims under the ADEA was not knowing or voluntary; (b) filing an action in court for ADEA claims that may arise after the date this Agreement is signed by Employee; (c) exercising Employee’s right under Section 7 of the National Labor Relations Act to truthful testimony engage in litigationjoint activity with other employees; or (d) disclosing information in response to legal process. If the With respect to any such charges or complaints that Executive files any charge or complaint may bring with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalfgovernmental agencies, Executive waives any right to monetary individualized relief should any governmental agency or other individualized relief third party pursue any claims on Executive’s behalf (either individually individually, or as part of any collective or class action); , provided that nothing in this Separation Agreement and Release limits any right the Executive may have be entitled to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 6 contracts
Sources: Separation Agreement and General Release (Synopsys Inc), Employment Agreement (Ansys Inc), Employment Agreement
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits nor any direction pursuant to this Separation Agreement shall be interpreted or applied to prohibit the Executive’s ability Executive or any other person from making any good faith report to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission other governmental entity (a “Government Agency”)) concerning any act or omission that the Executive or such other person reasonably believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, nothing contained in this Separation Agreement and Release nor in any direction pursuant to this Agreement limits the Executive’s or any other person’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release nor in any direction pursuant to this Agreement apply to truthful testimony in litigationlitigation by the Executive or any other person. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action)) to the fullest extent permitted by law; provided provided, however, that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, Commission or any such award from any other Government Agency pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally a whistleblower award or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if bounty program administered by such filing is made under sealagency.
Appears in 3 contracts
Sources: Employment Agreement (Beacon Financial Corp), Employment Agreement (Brookline Bancorp Inc), Employment Agreement (Berkshire Hills Bancorp Inc)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bII) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 19 shall be deemed to be amended to reflect the same.
Appears in 3 contracts
Sources: Employment Agreement (SEACOR Marine Holdings Inc.), Employment Agreement (SEACOR Marine Holdings Inc.), Employment Agreement (SEACOR Marine Holdings Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the ExecutiveEmployee’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive Employee files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the ExecutiveEmployee’s behalf, or if any other third party pursues any claim on the ExecutiveEmployee’s behalf, Executive Employee waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive Employee may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive Employee shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 2 contracts
Sources: Separation Agreement (Allovir, Inc.), Executive Employment Agreement (Allovir, Inc.)
Protected Disclosures. (a) Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) filing a “Government Agency”). In addition, nothing contained charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.
(b) Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall is not required to notify the Company that the Executive has made such reports or disclosures. (c) Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
Appears in 2 contracts
Sources: Executive Employment Agreement (Station Casinos LLC), Executive Employment Agreement (Red Rock Resorts, Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits the Executive’s ability you from (1) reporting possible violations of federal or other law or regulations to disclose information to the extent necessary to file for unemployment assistance with an applicable state any governmental agency, legislative, regulatory or to file judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any federalsuch governmental entity, state or local (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law, you agrees that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits your ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. You are also not required to notify or commission (obtain permission from the Company when filing a “Government Agency”)governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability is intended to communicate conflict with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency18 U.S.C. § 1833(b), including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive which provides that: “An individual shall not be held criminally or civilly liable under any federal Federal or state State trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (aA) is made (i) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (bB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
Appears in 1 contract
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this other Separation Agreement and General Release limits Synopsys, Inc. Page 4 of 7 governmental or regulatory entity concerning any act or omission that Employee reasonably believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the Executiveanti-retaliation or whistleblower provisions of applicable federal or state law or regulation. Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencygovernmental agency or other governmental or regulatory entity, including the Executive’s ability to provide providing documents or other information, without notice to the Company. Further, nor does anything contained nothing in this Separation Agreement and Release apply prevents Employee from: (a) filing an action in court alleging that his release of claims under the ADEA was not knowing or voluntary; (b) filing an action in court for ADEA claims that may arise after the date this Agreement is signed by Employee; (c) exercising Employee’s right under Section 7 of the National Labor Relations Act to truthful testimony engage in litigationjoint activity with other employees; or (d) disclosing information in response to legal process. If the Executive files With respect to any charge such charges or complaint complaints that Employee may bring with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalfgovernmental agencies, or if any other third party pursues any claim on the Executive’s behalf, Executive Employee waives any right to monetary individualized relief should any governmental agency or other individualized relief third party pursue any claims on Employee’s behalf (either individually individually, or as part of any collective or class action); , provided that nothing in this Separation Agreement and Release limits any right the Executive Employee may have be entitled to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 1 contract
Sources: Separation Agreement and General Release (Synopsys Inc)
Protected Disclosures. (a) Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) filing a “Government Agency”). In addition, nothing contained charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.
(b) Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall is not required to notify the Company that the Executive has made such reports or disclosures.
(c) Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
(d) The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
Appears in 1 contract
Sources: Executive Employment Agreement (Red Rock Resorts, Inc.)
Protected Disclosures. Nothing contained i. The Executive understands that nothing in this Separation Agreement and Release limits or any other agreement the Executive’s ability Executive may have entered into with the Company in any way restricts or impedes the Executive or any other person from (1) testifying under oath truthfully, as required by law; or (2) exercising their rights under the National Labor Relations Act, including rights to disclose information to the extent necessary to file for unemployment assistance (x) engage in communications or actions with an applicable state agencyany coworker or other person or entity, in any medium, regarding any labor issue, dispute, or to term or condition of employment, (y) file a charge with the National Labor Relations Board (“NLRB”) or complaint with any federalassist others in doing so, state or local governmental agency (z) participate or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability to communicate with any Government Agency or otherwise participate cooperate in any investigation or proceeding that may be conducted by any Government Agencythe NLRB. Furthermore, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits prevents the Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any right other conduct that the Executive has reason to believe is unlawful. Further, nothing this Agreement or any other agreement the Executive may have entered into with the Company shall (i) prohibit the Executive from reporting possible violations of federal law or regulation to receive a whistleblower award any governmental agency or bounty for information provided to entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (ii) making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or (iii) limit the Executive’s right to receive an award for information provided to any such agency or entity in accordance with the foregoing. In additionThe Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures. If any disclosures the Executive makes to the responsible government authorities include Confidential Information, the Executive will so notify the authorities in time for them to take steps to protect the avoidance of doubt, information’s confidentiality.
ii. The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. However, the Executive understands if the Executive engages in the taking or misuse of trade secrets that does not fall under one of these enumerated exceptions, the Executive can be criminally and civilly liable for such conduct.
Appears in 1 contract
Protected Disclosures. (a) Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) filing a “Government Agency”). In addition, nothing contained charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.
(b) Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall is not required to notify the Company that the Executive has made such reports or disclosures.
(c) Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. § 1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
(d) The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
Appears in 1 contract
Sources: Executive Employment Agreement (Red Rock Resorts, Inc.)
Protected Disclosures. (a) Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) filing a “Government Agency”). In addition, nothing contained charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.
(b) Nothing in this Separation Agreement, or any other agreement between the Parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall is not required to notify the Company that the Executive has made such reports or disclosures.
(c) Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. § l833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
(d) The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
Appears in 1 contract
Sources: Executive Employment Agreement (Red Rock Resorts, Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bII) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 5(e) shall be deemed to be amended to reflect the same.
Appears in 1 contract
Sources: Separation and Consulting Agreement (SEACOR Marine Holdings Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. Nothing in this Agreement prevents any person from discussing or disclosing information about unlawful acts in the workplace such as harassment or discrimination or any other conduct that such person believes to be unlawful. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release or the Continuing Obligations for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Appears in 1 contract
Sources: Transitional Services and Advisory Agreement (Cerence Inc.)
Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bII) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal.; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable
Appears in 1 contract
Protected Disclosures. (a) Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority (collectively, the “Government AgencyProtected Disclosures”). In addition, nothing contained .
(b) Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall is not required to notify the Company that the Executive has made such reports or disclosures. (c) Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) solely for the purpose of reporting or investigating a suspected violation of law; or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
Appears in 1 contract
Sources: Executive Employment Agreement (Red Rock Resorts, Inc.)