Common use of Release by Employee Clause in Contracts

Release by Employee. Employee, on behalf of himself and his respective past, present, and future representatives, attorneys, agents, heirs, successors and assigns, hereby releases the Company and its affiliates and their respective past, present, and future employees, directors, officers, representatives, attorneys, agents, heirs, successors and assigns, and each of them (collectively, the “Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities, whether or not now known, suspected, or claimed, that Employee may possess against the Company arising from his employment up to, until, and including the Effective Date of this Agreement, other than claims, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct of the Released Parties (the “Released Claims”) . Without limiting the generality of this release, Employee agrees to waive any and all Released Claims against the Released Parties arising from employment with the Company, and covenants not to ▇▇▇ them for any such claims including, but not limited to, those based on state or federal law regarding age, sex (including sexual harassment), religion, handicap, national origin or other discrimination, the Age Discrimination in Employment Act, the Fair Labor Standards Act (including the Equal Pay Act), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Texas Labor Code, the Texas Administrative Code, any other applicable state or local codes or ordinances, and contract or tort claims, whether such claim be based upon an action filed by Employee or a governmental agency, and any and all claims for attorneys’ fees and/or costs. The Parties agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete and general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or to any obligations under the Bylaws of the Company to Employee with regard to indemnification and advancement of expenses to or for the benefit of Employee.

Release by Employee. Employee agrees that Employee would not be entitled to the consideration and benefits set forth in Section 2 and Section 4 hereof absent Employee’s execution and fulfillment of this Agreement. As a consequence of execution of this Agreement, Hain and its current and former officers, directors, employees, agents, investors, attorneys, creditors, counsel, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns and any other affiliated or related person or entity (the “Releasees”) have no outstanding obligations to Employee. Employee, on Employee’s own behalf, and on behalf of himself Employee’s present and his respective pastformer heirs, presentfamily members, and future representativesexecutors, attorneyscreditors, agents, heirs, successors assigns and assignsany other affiliated or related person or entity, hereby fully and forever releases Hain and the Company and its affiliates and their respective past, presentother Releasees from, and future employeesagrees not to sue concerning, directorsany claim, officersduty, representatives, attorneys, agents, heirs, successors and assigns, and each obligation or cause of them (collectively, the “Released Parties”), from action relating to any and all claims, demands, causes matters of action, obligations, damages, and liabilitiesany kind, whether presently known or not now knownunknown, suspected, suspected or claimedunsuspected, that Employee may possess against the Company arising from his employment up to, until, to and including the Effective Date of this Agreement, other than claimsincluding, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct of the Released Parties (the “Released Claims”) . Without limiting the generality of this release, Employee agrees to waive without limitation: a. any and all Released Claims against the Released Parties claims relating to or arising from Employee's employment with the Company, and covenants not to ▇▇▇ them for ▇▇, or the termination of that employment; b. any such and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of, shares of Company stock, including, but not limited to, those based on any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; c. any and all claims under the law regarding ageof any jurisdiction, sex (including sexual harassment)including, religionbut not limited to, handicapwrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, national origin both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or other discriminationintentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; qui tam; whistleblower, the Age Discrimination in Employment Actbattery; invasion of privacy; false imprisonment; and conversion; d. any and all claims for violation of any federal, the Fair Labor Standards Act (including the Equal Pay Act)state or municipal statute, the Americans with Disabilities Actincluding, the Family and Medical Leave Act, the Employee Retirement Income Security Actbut not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Fair Credit Reporting Act; the New York State Executive Law (including its Human Rights Law); the New York City Administrative Code (including its Human Rights Law); the New York State Labor Law; the New York wage, wage payment, wage theft and wage-hour laws; and the Texas Labor Code▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; e. any and all claims for violation of the federal, the Texas Administrative Codeor any state, constitution; f. any and all claims arising out of any other applicable state laws and regulations relating to employment or local codes employment discrimination; g. any claim for any loss, cost, damage, or ordinances, and contract expense arising out of any dispute over the non-withholding or tort claims, whether such claim be based upon an action filed other tax treatment of any of the proceeds received by Employee or as a governmental agency, and result of this Agreement; and h. any and all claims for attorneys’ fees and/or and costs. The Parties Hain and Employee agree that the release set forth in this Paragraph Section shall be and remain in effect in all respects as a complete and general release as to the matters releasedreleased for all time. Employee agrees and understands this Agreement provides a full and final general release covering all known and unknown and anticipated and unanticipated injuries, debts, or damages which may have arisen, or which may arise, connected with all matters from the beginning of time to the Effective Date, as well as those injuries, debts, claims or damages now known or disclosed which may have arisen, or which may arise, from Employee’s employment with or separation from Hain on the Termination Date. This release is not intended to bar claims for workers’ compensation benefits or unemployment insurance benefits, but Employee acknowledges that Employee is not aware of any work-related condition or injury. Moreover, Employee and Hain acknowledge that this Agreement does not extend limit either party’s right, where applicable, to file or participate in an investigation, hearing, whistleblower proceeding, or other federal, state or local governmental agency (“Governmental Agency”) proceeding, but Employee waives the right to any obligations incurred under personal remedy, to the maximum extent permitted by law, except that this Agreement or does not limit Employee’s right to receive an award for information provided to any obligations under the Bylaws of the Company to Employee with regard to indemnification and advancement of expenses to or for the benefit of EmployeeGovernmental Agency.

Release by Employee. Employee, on behalf of himself and his respective past, present, and future representatives, attorneys, agents, heirs, successors and assigns, hereby releases the Company and its affiliates and their respective past, present, and future employees, directors, officers, representatives, attorneys, agents, heirs, successors and assigns, and each of them (collectively, the “Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities, whether or not now known, suspected, or claimed, that Employee may possess against the Company arising from his employment up to, until, and including the Effective Date of this Agreement, other than claims, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct of the Released Parties (the “Released Claims”) ). Without limiting the generality of this release, Employee agrees to waive any and all Released Claims against the Released Parties arising from employment with the Company, and covenants not to ▇▇▇ them for any such claims including, but not limited to, those based on state or federal law regarding age, sex (including sexual harassment), religion, handicap, national origin or other discrimination, the Age Discrimination in Employment Act, the Fair Labor Standards Act (including the Equal Pay Act), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Texas Labor Code, the Texas Administrative Code, any other applicable state or local codes or ordinances, and contract or tort claims, whether such claim be based upon an action filed by Employee or a governmental agency, and any and all claims for attorneys’ fees and/or costs. The Parties agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete and general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or to any obligations under the Bylaws of the Company to Employee with regard to indemnification and advancement of expenses to or for the benefit of Employee.

Release by Employee. Employee, on behalf of himself herself and his her respective past, present, and future representatives, attorneys, agents, heirs, successors and assigns, hereby releases the Company and its affiliates and their respective past, present, and future employees, directors, officers, representatives, attorneys, agents, heirs, successors and assigns, and each of them (collectively, the “Company Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities, whether or not now known, suspected, or claimed, that Employee may possess against the Company arising from his her employment up to, until, and including the Effective Date of this Agreement, other than claims, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct of the Company Released Parties (the “Employee Released Claims”) . Without limiting the generality of this release, Employee agrees to waive any and all Employee Released Claims against the Company Released Parties arising from employment with the Company, and covenants not to ▇▇▇ them for any such claims including, but not limited to, those based on state or federal law regarding age, sex (including sexual harassment), religion, handicap, national origin or other discrimination, the Age Discrimination in Employment Act, the Fair Labor Standards Act (including the Equal Pay Act), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Texas Labor Code, the Texas Administrative Code, any other applicable state or local codes or ordinances, and contract or tort claims, whether such claim be based upon an action filed by Employee or a governmental agency, and any and all claims for attorneys’ fees and/or costs. The Parties agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete and general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or Agreement, to any obligations under the Bylaws of the Company to Employee with regard to indemnification and advancement of expenses to or for the benefit of EmployeeEmployee or to any Company obligations for the payment of any compensation, in any form, to Employee under the Employment Agreement.

Release by Employee. a. Except as expressly provided herein, Employee, on behalf of himself and for himself, his respective pastsuccessors, present, and future representatives, attorneys, agentsadministrators, heirs, successors and assigns, hereby releases fully releases, waives and forever discharges the Company and its affiliates subsidiaries, and their respective past, present, and future employees, directors, officers, representatives, attorneys, agents, heirs, successors and assigns, and each of them their respective directors, officers, agents, attorneys and employees, whether past, present or future (collectively, the “"Company Released Parties”"), from any and all claimsagreements, actions, suits, debts, demands, causes of action, obligations, damages, claims, judgments or liabilities of any nature including costs and liabilitiesattorneys' fees, whether known or not now knownunknown, suspected, arising on or claimed, that Employee may possess against the Company arising from his employment up to, until, and including the Effective Date of this Agreement, other than claims, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct before of the Released Parties (the “Released Claims”) . Without limiting the generality of this releasedate hereof, Employee agrees to waive any and all Released Claims against the Released Parties arising from employment with the Company, and covenants not to ▇▇▇ them for any such claims including, but not limited to, those based on state all claims arising out of Employee's employment with or federal law regarding separation from the Company, and all claims for breach of contract, wrongful discharge, misrepresentation, defamation, violation of public policy, breach of the implied covenant of good faith and fair dealing, personal injury, emotional distress, sexual harassment, and age, race, sex (including sexual harassment), religion, handicap, national origin or other prohibited discrimination, and all liabilities for the payment of any sums for accrued earnings, bonuses, stock options or other stock rights, severance pay, sick leave or holiday plans, and any employee benefits, but excluding (i) any claim for breach of this Agreement, (ii) any claim that Employee may make under the Company's directors and officers' insurance policy now or in the future or (iii) any claim for indemnification that Employee may have under the By-Laws of the Company. b. Employee specifically agrees that included in the foregoing release is the waiver and release of the Company from all claims he may have as of the date he signs this Agreement regarding claims or rights arising under the Age Discrimination in Employment Act, the Fair Labor Standards Act (including the Equal Pay Act), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 19641967, as amended, 29 U.S.C. ss. 621 ("ADEA"). This paragraph does not waive rights or claims that may arise under the Texas Labor CodeADEA after the date Employee signs this Agreement. c. To the maximum extent permitted by law, the Texas Administrative CodeEmployee covenants not to sue or to instit▇▇▇ or cause to be instituted any action in any federal, any other applicable state or local codes agency or ordinances, and contract or tort claims, whether such claim be based upon an action filed by Employee or a governmental agency, and court against any and all claims for attorneys’ fees and/or costs. The Parties agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete and general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or to any obligations under the Bylaws of the Company Released Parties with respect to any claim that is released in this Section 7. d. Employee with regard agrees that Company has advised Employee to indemnification consult an attorney prior to signing this Agreement and advancement of expenses to or for the benefit of Employeethat he has done so.

Release by Employee. Employee, on behalf of himself and his respective past, present, and future representatives, attorneys, agents, heirs, successors and assigns, hereby releases the Company and its affiliates and their respective past, present, and future employees, directors, officers, representatives, attorneys, agents, heirs, successors and assigns, and each of them (collectively, the “Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities, whether or not now known, suspected, or claimed, that Employee may possess against the Company arising from his employment up to, until, and including the Effective Date of this Agreement, other than claims, demands, causes of action, obligations, damages, and liabilities arising from the fraud or gross misconduct of the Released Parties (the “Released Claims”) . Without limiting the generality of this release, Employee agrees to waive any and all Released Claims against the Released Parties arising from employment with the Company, and covenants not to ▇▇▇ them for any such claims including, but not limited to, those based on state or federal law regarding age, sex (including sexual harassment), religion, handicap, national origin or other discrimination, the Age Discrimination in Employment Act, the Fair Labor Standards Act (including the Equal Pay Act), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Texas Labor Code, the Texas Administrative Code, any other applicable state or local codes or ordinances, and contract or tort claims, whether such claim be based upon an action filed by Employee or a governmental agency, and any and all claims for attorneys’ fees and/or costs. The Parties agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete and general release as to the matters released. Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, (iii) that may arise after Employee signs this Agreement, (iv) for reimbursement of expenses under the Company’s expense reimbursement policies, or (v) which cannot be released by private agreement. In addition, nothing in this Agreement including but not limited to the acknowledgments, release of claims, proprietary information, confidentiality, cooperation, and non-disparagement provisions, (x) limits or affects Employee’s right to challenge the validity of this Agreement under the ADEA or the OWBPA, (y) prevents Employee from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other any federal, state or local agency charged with the enforcement of any laws, including providing documents or any other information, or (z) limits Employee from exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee is waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited. This release also does not extend to any obligations incurred under this Agreement or to any obligations under the Bylaws of the Company to Employee with regard to indemnification and advancement of expenses to or for the benefit of Employee.