Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above. (b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters. (c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein; (d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement. (e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement. (f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 2 contracts
Sources: Employment Agreement (Misonix Inc), Employment Agreement (Misonix Inc)
Release by Employee. (a) EmployeeAs a material inducement to IMARX to enter into this Agreement and in consideration for the payment of the amount set forth in this Agreement, you, for Employeeyourself and for all persons claiming by, Employee’s successorsthrough, administrators, heirs and assignsor under you, hereby fully absolutely, irrevocably, completely and generally releases, waives unconditionally release and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company discharge IMARX and any affiliated company, parent company or subsidiary, and each of their respective predecessorsIMARX’s subsidiaries, affiliates, successors, assigns, membersagents, directors, officers, and employees, whether past representatives, attorneys and all persons acting by, through, under or present, in concert with any of them (“Releasees”) of and from any and all actionsclaims, suitsdemands, charges, grievances, damages, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any natureaccounts, including costs and attorneys’ costs, attorney’s fees, whether known expenses, liens, future rights, and causes of action of every kind and nature whatsoever based on or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims in any way arising out of Employee’s employment with events or omissions occurring prior to the Companyeffective date of this Agreement (“Claims”). The Claims from which you are releasing Releasees herein include, its subsidiarieswithout limitation, parent companies breach of implied or express contract, including contract of employment, breach of implied covenant of good faith and affiliatesfair dealing, their predecessorslibel, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contractslander, tort, tortious course wrongful discharge or termination of conductemployment, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or infliction of emotional distress, back pay, front pay, loss of income, employment discrimination and including all any other claims for wages, commissions, notice, pay under the Age Discrimination in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Employment Act, as amended; the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended; The the Fair Labor Standards Act, the Americans With Disabilities Act, all Arizona Antidiscrimation Laws, including but not limited to the Arizona Civil Rights Act, the Worker Adjustment and Retraining Notification Act of 1991; Sections 1981 through 1988 of Title 42 of (WARN Act), the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefitsERISA); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of employment discrimination, claims growing out of any legal restrictions on IMARX’s right to terminate its employees, and all other claims arising in any way out of your employment relationship with IMARX or the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys termination of the Companythat relationship as part of this workforce reduction, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether now known or unknown, suspected or unsuspected, anticipated including future rights, based upon or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement in any way arising out of Employee’s events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as set forth herein. You hereby waive any right to recover damages, costs, attorneys’ fees, and any other relief in any proceeding or action brought against IMARX by any other party, including without limitation the Equal Employment Opportunity Commission, the Arizona Civil Rights Division, the Industrial Commission of Arizona, the United States Department of Labor, or any other administrative agency asserting any claim, charge, demand, grievance, or cause of action related to your employment relationship with IMARX or the Companytermination of that relationship. You are not waiving any rights you have to be paid any compensation you are owed through your last day of employment, its subsidiariesincluding any accumulated PTO you are owed, parent companies and affiliatesshould you be owed any upon termination. You are not waiving your rights, their predecessors, successors and assigns, including, but not limitedif any, to unemployment insurance benefits. You also are not waiving your rights to any worker’s compensation benefits you may be receiving. Notwithstanding anything herein to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes contrary, you are not waiving any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right rights to institute any action required to enforce indemnification you may have under the terms of this the Indemnification Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement such agreement remain in full force and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreementeffect.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 2 contracts
Sources: Separation and Release of Claims Agreement (Imarx Therapeutics Inc), Separation and Release of Claims Agreement (Imarx Therapeutics Inc)
Release by Employee. (a) Employee, Except for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes those obligations of Employer created by or arising out of this Section 4 Agreement, Employee hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to include the Company ▇▇▇ Employer and any each of its affiliated company, parent company or subsidiaryentities, and each of their respective predecessorsdirectors, affiliatesmanagers, assignsofficers, members, directorsshareholders, officersrepresentatives, assignees, and employeessuccessors, whether past or presentand present (collectively, “Releasees”), from and with respect to any and all actions, suits, debts, demands, damages, claims, judgmentswages, liabilitiesagreements, benefits or other remedial relief obligations, demands and causes of any natureaction, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated by Employee arising out of or unanticipatedin any way connected with Employee’s employment relationship with Employer, which Employee has or may have Employee’s separation from employment with Employer, or any other transactions, occurrences, losses, damages or injuries, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the beginning part of any of the world Releasees, committed or omitted prior to the date of Employee’s execution of that Employee signs this Agreement, includingwhether based on contract, tort, or any federal, foreign, state or local common law, regulation, constitution or statute (including but not limited toto the various non-discrimination statutes under federal and applicable state law) (collectively, all claims arising out “Claims”); provided, however, that the following obligations of Employee’s employment with Employer to Employee shall not be considered Claims subject to the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) releases set forth herein: (i) any claim arising out of or related right to contract (includinga defense and/or indemnification that Employee may have under California Labor Code section 2802, but not limited to, under the Employment Agreement), quasi contract, tort, tortious course of conduct, libel Agreement or slander, defamation, privacy rights, public policy, law under Employer’s charter or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelby-laws, or any defense and indemnification policy or agreement covering Employee, (ii) any vested benefits payable under, and pursuant to the terms of, any retirement plan (excluding any severance benefits) covering Employee, and (iii) any claims for alleged violations underthat cannot be released as a matter of applicable law. Employee agrees to withdraw with prejudice all complaints or charges, if any, that Employee has filed against any of the Releasees in any court, agency, or other forum with regard to any Claims.
(b) This Agreement is intended to be effective as a bar to all Claims. Accordingly, Employee hereby expressly waives any rights and benefits related thereto conferred by any rule of law or any legal decision, including under Section 1542 of the California Civil Code, which provides: The National Labor Relations ActIn furtherance of this intention, Employee hereby expressly consents that this Agreement will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims. Employee understands and hereby acknowledges the significance and consequences of such release and waiver.
(c) Employee represents that, as amended; Title VII of the Civil Rights Act of 1964date hereof, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against any of the United States CodeReleasees in any court or with any governmental agency. Employee agrees that, to the fullest extent permitted by law, he will not prosecute, nor allow to be prosecuted on his behalf, in any state or federal administrative agency, or in any state or federal court, any claim or demand of any type related to the matters released above. Employee warrants that there has been no assignment or other transfer of any interest in any claim within the scope of the release of claims herein, and Employee agrees to defend, indemnify and hold the Releasees harmless from any claims, liabilities, demands, damages, costs, expenses and attorneys’ fees incurred as amended; The a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer.
(d) Notwithstanding anything to the contrary herein, the release contained in this Section 6 does not prohibit Employee Retirement Income Security Act from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or the California Department of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Fair Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended Housing (“COBRADFEH”) (except as set forth or participating in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; an EEOC or DFEH investigation. Employee does agree to waive his right to receive any monetary or other recovery should any claim be pursued with the EEOC, DFEH, or any other federal, state or local civil administrative agency on his behalf arising out of or human rights law related to his employment with and/or separation from Employer or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the StateReleasee. In addition, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, making other disclosures that are protected under the whistleblower provisions of federal law or regulation or accepting a whistleblower award under the whistleblower provisions of federal law or regulation. Employee does not need any prior authorization to make any such reports or disclosures, is not required to notify the Company of such reports or disclosures and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from is not releasing any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world Claims related to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required make such disclosures or to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without accept such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreementaward.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Sources: Separation and General Release Agreement (Emcore Corp)
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning i. In consideration of the world to benefits conferred by this Agreement, EMPLOYEE (ON BEHALF OF HIMSELF AND HIS ASSIGNS, HEIRS AND OTHER REPRESENTATIVES) RELEASES THE BANK AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EMPLOYEE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE RELATING TO HIS EMPLOYMENT WITH THE BANK, ITS PREDECESSORS, SUBSIDIARIES, OR AFFILIATES OR HIS SEPARATION OR TERMINATION THEREFROM arising before the date of Employee’s execution of this AgreementAgreement to the fullest extent permitted by law, including, including but not limited toto claims:
a. for discrimination, all claims harassment or retaliation arising out of Employee’s employment with the Companyunder federal, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of state or related to contract local laws prohibiting age (including, but not limited to, to claims under the Age Discrimination in Employment AgreementAct of 1967 (“ADEA”), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of ), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, harassment or retaliation for protected activity;
b. for compensation and benefits including but not limited to, claims under the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 19741974 (“ERISA”), as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards ActAct of 1938 (“FLSA”), as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law1993 (“FMLA”), all as amended; The New York Wage , and Hour Lawssimilar federal, as amended; The New York Equal Pay Lawsstate, as amended; the New York Civil Rights Lawsand local laws and claims under any Bank policy, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; plan or any other program;
c. under federal, state or local civil law of any nature whatsoever (including but not limited to constitutional, statutory, tort, express or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits implied contract or other remedial relief of any nature, including costs and common law);
d. under the Employment Agreement;
e. for attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning ; and
f. of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment any kind whatsoever (with the Companysole exception of those listed below) whether or not Employee knows about them at the time he signs this general release. Provided, its subsidiarieshowever, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the release of claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.does NOT:
(e) The foregoing release does not g. apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to claims for workers’ compensation benefits, unemployment insurance vested retirement benefits or unemployment benefits filed with the applicable state agencies or where otherwise prohibited by law;
h. bar a challenge under the Older Workers Benefit Protection Act of 1990 (“OWBPA”) to the enforceability of the waiver and release of ADEA claims set forth in this Agreement; or
i. prohibit Employee from filing a charge with or participating in an investigation by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over the Bank’s business or assisting with an investigation conducted internally by the Bank; provided, however, that by signing this Agreement, Employee waives the right to, and shall not seek or accept, any monetary or other benefits required relief of any nature whatsoever in connection with any such charges, investigations or proceedings.
ii. Employee will not ▇▇▇ Releasees on any matters relating to be provided by statute, his employment or (v) any claims that may arise after separation therefrom arising before the date of Employee’s execution of this Agreement.
Agreement (fwith the sole exception of claims and challenges set forth in subparagraph A (vii) Notwithstanding the foregoing- (ix) above), or join as a party with others who may ▇▇▇ on any such claims, or opt-in to an action brought by others asserting such claims, and, in the event that Employee is made a beneficiary member of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing class asserting such claims without his knowledge or actionsconsent, Employee shall opt out of such action at the first opportunity.
Appears in 1 contract
Release by Employee. (a) In consideration of the payments and benefits under Section 4 of this Agreement and Release, the Company’s entry into the Consulting Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as a full and final settlement, Employee, for Employee, and on behalf of Employee and Employee’s successorsspouse, heirs, administrators, heirs and children, representatives, executors, successors, assigns, hereby fully and generally releasesany other individual or entity claiming through Employee (collectively, waives the “Releasors”), releases and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiaryeach member of the Company Group, and each of their respective predecessorspast, present, and future officers, directors, principals, agents, employees, parents, shareholders, partners, subsidiaries, holding companies, affiliates, predecessors, successors, assigns, membersinsurers, directorscompensation and benefit plans and administrators, officerstrustees, fiduciaries, and employees, whether past or presentinsurers of such compensation and benefit plans, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits claims and causes of action (except for claims arising specifically from a breach of this Agreement and Release or other remedial relief of any nature, including costs and attorneys’ feesthe Consulting Agreement in accordance with their terms), whether known or unknown, suspected arising out of or unsuspected, anticipated related to Employee’s employment and any other events or unanticipated, which Employee has or may have from the beginning of the world to transactions that precede the date of Employee’s execution of this AgreementAgreement and Release. The entities released in the foregoing sentence shall be referred to collectively as the “Company Released Parties.” The claims and causes of action released by Employee include, but are not limited to, the following: contract claims; claims for salary, benefits, bonuses, severance pay, workers’ compensation claims, to the extent permitted by applicable law, commissions, or vacation pay; claims sounding in negligence or tort; fraud claims; claims for medical bills; all matters in law, in equity, or pursuant to statute, including damages, attorneys’ fees, costs, and expenses; and, without limiting the generality of the foregoing, to all claims, including, but not limited to, all claims those arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of , the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards , the Older Workers’ Benefit Protection Act, the Equal Pay Act, the Consolidated Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act of 1974, as amended; The Occupational Safety and Health Act, as amended; The the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Lawsthe Americans with Disabilities Act of 1990, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Genetic Information Nondiscrimination Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The the Occupational Safety & Health Act, the Worker Adjustment and Retraining Notification Act of 1988, the ▇▇▇▇▇▇▇▇-–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the National Labor Relations Act, Section 1981 of the Civil Rights Act of 1866, the Sarbanes Oxley Act of 2002; or , the Texas Labor Code as amended (including the Texas Commission on Human Rights Act, Tex. Lab. Code § 21.001 et seq., the Texas Equal Work, Equal Pay Law, Tex. Gov’t Code ▇▇▇. § 659.001, Texas Whistleblower Protection Law, Tex. Gov’t Code ▇▇▇. § 554.002, Texas Worker’s Compensation Retaliation Law, Tex. Lab. Code ▇▇▇. § 451.001, Texas Blacklisting Law, Tex. Lab. Code ▇▇▇. § 52.031, Texas Payment of Wages Law, Tex. Lab. Code ▇▇▇. § 61.011 et seq., Texas Minimum Wage Law, Tex. Lab. Code ▇▇▇. § 62.051 et seq., Texas AIDS Testing Law, Tex. Health & Safety Code ▇▇▇. § 81.101 et seq.), the Louisiana Revised Statutes as amended (including the Louisiana Employment Discrimination Law, La. R.S. §§ 23:301-23:369, Louisiana Worker’s Compensation Act, La. R.S. §§ 23:1021-23:1415, Article 2315 of the Louisiana Civil Code), the Code of the District of Columbia as amended (including the District of Columbia Human Rights Act, D.C. Code ▇▇▇. §§ 1-2501-1-2557, District of Columbia Family and Medical Leave Act, District of Columbia Accrued Sick and Safe Leave Act, District of Columbia Safety and Health Act of 1988, District of Columbia Parental Leave Act, Protecting Pregnant Workers Fairness Act of 2014, the Fair Criminal Record Screening Act, the District of Columbia Equal Pay Law, the anti-retaliation provisions of the District of Columbia Workers’ Compensation Law, the District of Columbia Whistleblower Reinforcement Act), and any other federal, state state, or local civil or human rights law or any other local, state or federal law, regulation or ordinancestatute, including without limitation any law, regulation or ordinance affecting Employee’s employment with any of the State of New YorkCompany Released Parties. This Agreement and Release does not apply to any claims or rights that may arise after the date Employee signs this Agreement and Release, to claims to payments and benefits under this Agreement and Release or the Consulting Agreement, or any local jurisdiction within the Stateto claims that may not be released by agreement under applicable law. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but Release does not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, waive Employee’s rights to obtain all payments due under this Agreementcoverage, or any rights as referenced herein;
(d) Employee acknowledges and agrees that this releasean insured, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan directors and officers liability insurance policy of the Company or its affiliates, which shall continue to cover the Employee in accordance with its terms, or any rights to indemnification (including advancement of expenses) that Employee has under applicable law or the organizational documents of the Company, including, but not limited towithout limitation, its 401(kunder Article VI (“Indemnification and Advancement of Expenses”) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim Amended and Restated By-Laws of the Company or action against Employee based upon any claim arising prior pursuant to the execution of this Agreement, then the release contained in this Section 4 (Indemnification Agreement by and between Employee and the covenant not to ▇▇▇ contained in Section 6) shall be nullCompany, voiddated as of September 19, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions2019.
Appears in 1 contract
Release by Employee. (a) In consideration of the payments, promises, covenants and releases made by the Company, the adequacy and sufficiency of which are acknowledged, Employee, for on behalf of himself, his heirs, personal representatives, successors and assigns, and any other person or entity that could or might act on behalf of Employee, Employee’s successorsincluding, without limitation, his counsel (all of whom are collectively referred to as “Employee Releasers”) forever releases the Company, and its affiliates, parents, divisions, subsidiaries, shareholders, investors, administrators, heirs and assignsbenefit plan administrators, hereby fully and generally releasesowners, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, membersofficers, directors, officersboard members, managers, trustees, agents, attorneys, insurers, representatives, employees, predecessors, successors, and employees, whether past or present, assigns (“Releasees”) from and against any and all actions, suitsclaims, debtsdamages, causes of action, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ feesobligations whatsoever, whether known or unknown, suspected absolute or unsuspectedcontingent, anticipated accrued or unanticipatedunaccrued, which that the Employee has Releasers, or any person acting under any of them, may have now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of the world to time through the date Employee signs this Agreement (the “Employee Released Claims”). The Employee Released Claims include, without limitation:
a. any and all claims based upon express or implied contract and claims for breach of Employee’s execution of this Agreementcontract, including, including but not limited to, all to any claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of from or related to contract the Amended and Restated Executive Employment Agreement dated as of May 23, 2018 (includingthe “Employment Agreement”), but not limited toby and between the Company and the Employee, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of incomeStock Option Agreements, and including any other employment agreement, offer letter, handbook, policy or contract;
b. any and all claims for attorneys’ fees and costs;
c. any and all claims for promissory estoppel; fraud; misrepresentation; wages, commissions, noticebonuses, pay in lieu of noticeincentives, severance compensation, severance, separation pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied paid or express employment contracts and/or estoppelunpaid leave, or (ii) any benefits owed; breach of fiduciary duty; breach of covenants of good faith and fair dealing; claims for alleged violations under: The National Labor Relations Acttorts, as amendedincluding but not limited to claims for defamation, intentional or negligent infliction of emotional distress, negligent or intentional misrepresentation, libel, slander, invasion of privacy, tortious interference with contract or with prospective business relations, loss of consortium, assault, battery, personal injury, and negligence; and any other wrongful conduct;
d. any and all claims for harassment and discrimination, including but not limited to claims based on age, sex, race, religion, national origin, marital status, sexual orientation, gender identification, ancestry, parental status, disability, veteran status and any other status protected by law; claims for wages or benefits owed; claims for wrongful discharge; claims for retaliation; claims for discharge in violation of public policy; claims under Title VII of the Civil Rights Act of 1964, 1964 as amended; The , the Civil Rights Act of 1991; Sections , the Civil Rights Act of 1871 as amended, the Civil Rights Act of 1866 as amended, sections 1981 through 1988 of Title 42 of the United States Code, Code as amended; The , the Employee Retirement Income Security Act of 19741974 as amended, as amended (but solely with respect to unvested benefits); The Immigration Reform Control the Genetic Information Nondiscrimination Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The the Family and Medical Leave Act of 1993; The New York State Human Rights Law, 1993 as amended; The New York Wage , the Immigration Reform and Hour Laws, Control Act as amended; The New York , the Pregnancy Discrimination Act, the Fair Labor Standards Act as amended, the Equal Pay Laws, Act as amended; , the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, Age Discrimination in Employment Act as amended (“COBRAADEA”) (except ), the Americans with Disabilities Act as set forth in Section 4(e) below); The amended, the Worker Adjustment and Retraining Notification Act as amended, the Occupational Safety and Health Act as amended, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; , the Stored Communications Act, the Electronic Communications Privacy Act, the Older Worker Benefit Protection Act, the Reconstruction Era Civil Rights Acts, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act, the Consolidated Omnibus Budget Reconciliation Act of 1986, the Fair Credit Reporting Act, the National Labor Relations Act, the Texas Commission on Human Rights Act, the Texas Payday Act, the Texas Labor Code, the Massachusetts Wage Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Maternity Leave Act, the Massachusetts Small Necessities Leave Act, Earned Sick Time Law, any and all federal, Texas and Massachusetts employment, wage and hour and other statutes and regulations related to or governing the employment relationship, and any other similar federal, state or local civil or human rights law or any other locallaws, state or federal lawexecutive orders, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New Yorkordinances, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from regulations;
e. any and all actionsclaims arising from or in any way connected with Employee’s employment, suits, debts, demands, damages, claims, judgments, liabilities, benefits association or other remedial relief of any nature, including costs contacts with the Company and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out termination of Employee’s employment with the Company;
f. any and all claims relating to, its subsidiariesor arising from, parent companies and affiliatesEmployee’s right to purchase, their predecessors, successors and assignsor actual purchase of shares of stock or other securities of the Company, including, but not limitedwithout limitation, 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; and
g. any and all federal, state, and local statutory claims. Employee also specifically waives and releases any and all claims Employee may have against the Company related to Employee’s compensation or benefits from the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costsCompany including the payment of wages, feesbonuses, health benefits, vacation pay, expense reimbursements, severance pay, stock options, or other expensescompensation, including attorneys' fees, incurred in these matters.
(c) and hereby releases the Company from any further duties or obligations under the Employment Agreement. It is Employee’s express intent to enter into this full and final compromise of any and all claims against the Company whatsoever up to the date Employee signs this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed a releasethis release is not intended to waive or release any claims that may arise in the future under the ADEA, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coveragecontinue health insurance benefits under certain provisions of COBRA, (iii) any rights claim for vested benefits under the Employee may have to indemnification Retirement Income Security Act, any claim for benefits for work related injury or insurance coverage illness under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefitslaw, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to against the execution Company for breach of this Agreement, then the or any other claim or cause of action not legally subject to waiver or release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force by private agreement under applicable state or effect solely with respect to the person(s) or entity(ies) bringing such claims or actionsfederal law.
Appears in 1 contract
Sources: Separation Agreement (Genprex, Inc.)
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits)amended; The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York Workers Compensation Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(dherein;(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does shall not apply to (i) any benefits to which preclude Employee may be entitled from exercising Employee’s rights, if any, under COBRA, or under any benefit plan of the Company or its affiliatesCompany, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Sources: Retirement Agreement (Misonix Inc)
Release by Employee. (a) EmployeeIn consideration of the promises of Employer under this Agreement, for Employee, Employee’s successors, administrators, heirs and assigns, Employee hereby fully and generally releases, waives unconditionally releases and forever discharges the CompanyEmployer, which is defined for the purposes of this Section 4 to include the Company Employer's parent, affiliates and any affiliated company, parent company or subsidiarysubsidiaries, and each of their respective predecessorsdivisions, affiliatessuccessors, assigns, membersstockholders, and partners, and their past or present directors, officers, agents, attorneys, and employees, whether past or presentboth individually and in their official capacities (separately a "Released Person", collectively "Released Persons"), from each and every action, charge, claim, right, liability or demand of any kind or nature, known or unknown, the Employee had or now has against Employer or any other Released Person, including but not limited to any and all actions, suits, debts, demands, damagescharges, claims, judgmentsrights, liabilities, benefits liabilities or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, demands which Employee has have arisen or may have from arise in connection with the beginning terms and conditions of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims arising out of Employee’s his employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract Employer (including, but not limited to, the Employment Agreementcompensation, benefits, training, placement, promotions, and vacation arrangements), quasi contractand his entering into, and the circumstances surrounding, the negotiation, signing, and delivery of this Agreement. Without limiting the generality of the foregoing, specifically included in this release and discharge are each and every action, charge, claim, right, liability or demand of any kind or nature, known or unknown, Employee had or now has, arising under any law, constitution, rule, regulation, statute, or common law theory, whether in tort, tortious course of conductcontract (including any employment contract whether written or not), libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distressor otherwise, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (as amended; The Civil Rights ), the Rehabilitation Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, 1973 (as amended; The ), the Employee Retirement Income Security Act of 19741974 (as amended), the Fair Labor Standards Act (as amended (but solely with respect to unvested benefitsamended); The Immigration Reform Control , the Older Workers Benefit Protection Act, as amended; The the Americans with Disabilities Act, the Civil Rights Act of 19901991, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The the Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or Illinois and Wisconsin laws regarding discrimination, similar federal, state and local laws, and any other and all matters arising under federal, state or local civil employment discrimination laws, rules, or human rights regulations, and under any other federal, state, or local laws, rules, regulations, or ordinances, or any common law actions, claims, rights, liabilities, demands or theories of recovery, including any claims for attorneys' fees. Any action, charge, claim, right, liability, demand or other legal proceeding released and discharged under this Paragraph 1 is hereinafter referred to as a "Claim". Employee further agrees that he will not instigate, advise or encourage any other person, group of persons, or any entity to file suit against Employer or any other local, state Released Person and represents and warrants that he has not filed any legal or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief administrative action of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits kind against Employer or any other benefits required Released Person. Employee also agrees that he will not hereafter assist or become associated with any interest adverse to be provided by statute, Employer or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely other Released Person with respect to the person(s) or entity(ies) bringing such claims or actionsany matter which is related to Employee's work with Employer.
Appears in 1 contract
Release by Employee. (a) EmployeeAs a material inducement to ROCK CREEK and ▇▇▇▇▇▇ to enter into this Agreement, EMPLOYEE individually and in his representative capacity, for Employeehimself, Employee’s successorshis heirs, administratorsexecutors, heirs legal representatives, marital community and assignsspouse, personal representatives, agents and assigns does hereby fully irrevocably and generally releases, waives unconditionally release and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company discharge ROCK CREEK and any affiliated company, parent company or subsidiary, ▇▇▇▇▇ ▇▇▇▇▇▇ and each of their respective predecessorspast and present directors, shareholders, officers, commissioners, employees, volunteers, servants, agents, partners, attorneys, affiliates, assignsalter egos, membersjoint ventures, directorspredecessors, officerssuccessors, licensees, representatives, assignees, transferees, insurers, beneficiaries, and employeesall other persons, whether past or presententities, and corporations acting on their behalf including but not limited American Alternative Insurance Corporation and ▇▇▇▇▇▇▇▇▇▇ Claims Management Incorporated (collectively “Releasees”), from any and all actionsclaims, suitsliabilities, debtspromises, demandsagreements, damages, claims, judgments, liabilities, benefits or other remedial relief of any naturedebts and expenses, including costs and reasonable attorneys’ feesfees and costs, whether alleged or raised in, or relating to issues alleged or raised in the Lawsuit or Arbitration Grievance, or any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, claims that in any way relate to:
(a) any and all claims arising out of Employeeof, or in any way related to, EMPLOYEE’s employment with the Companyby Releasees, its subsidiarieshis termination from employment, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out to amounts owed or attorney’s fees or costs and all claims that were asserted or could have been asserted by EMPLOYEE against Releasees, and any and all actions or omissions by Releasees through the date of this Agreement. EMPLOYEE’s release of Releasees includes, without limitation, any applicable express and implied contract and tort, equitable or related to contract (statutory theory of recovery or claims, all common law claims including, but not limited toto breach of contract, the Employment Agreementwrongful discharge (including claims for constructive discharge), quasi contractintentional or negligent infliction of emotional distress, tortmisrepresentation, tortious course of conductinterference with prospective economic advantage, libel or slanderinterference with contractual relations, defamation, privacy rightsnegligence, public policyor breach of the covenant of good faith and fair dealing, law any and all claims under any state, federal or equitylocal law, mental and/or emotional distress, back pay, front pay, loss of incomeincluding but not limited to Idaho Code § 6-2101 and 42 U.S.C. § 1983, and any claim for or arising under any statutes or regulations pertaining to conditions of employment or discrimination in employment or leave, including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; but not limited to Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of , the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993Act; The New York State the Americans With Disabilities Act, the Idaho Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇Idaho Code Idaho §§ 67-▇▇▇▇▇ Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above5901 et seq.
(b) The foregoing release includes EMPLOYEE also acknowledges that he has received all compensation, wages, overtime and/or liquidated damages due and owing to him from Releasees under any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement federal and state law including, but not limited towithout limitation, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this releasethe Fair Labor Standards Act of 1938, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, that no such further amounts are essential due and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreementowing.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Sources: Release Agreement
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined In exchange for the purposes of this Section 4 payments and benefits provided to include Employee pursuant to that certain Employment Agreement entered into by and between the Company and any affiliated companyEmployee, dated as of [ ], (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent company or subsidiaryand subsidiary corporations, and each of as well as their respective predecessorspast and present parents, subsidiaries, affiliates, assignsassociates, members, directorsstockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and employeesall persons acting by, whether past through, under, or presentin concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, suitscauses of action, debtsin law or in equity, demands, damagesrights, claims, judgments, liabilities, benefits or other remedial relief damages of any naturekind or nature which he or she may now have, including costs and attorneys’ feesor ever have, whether known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claims, causes of action or unanticipateddemands of any nature (hereinafter called “Claims”), which that Employee now has or may hereafter have from against the beginning Releasees by reason of the world any and all acts, omissions, events or facts occurring or existing prior to the date of Employee’s execution of this Agreement, includingRelease. The Claims released hereunder specifically include, but are not limited to, all any claims arising out for fraud; breach of Employee’s employment contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way contract; wrongful or unlawful discharge or demotion; violation of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law ; sexual or equity, mental and/or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress, back pay, front pay, loss of income, and including all claims for ; intentional or negligent misrepresentation; conspiracy; failure to pay wages, commissionsbenefits, notice, pay in lieu of noticevacation pay, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelequity, attorneys’ fees, or (ii) other compensation of any claims for alleged violations under: The National Labor Relations sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; The , by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Equal Pay Act, as amended, 29 U.S.C. § 206(d); The the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended42 U.S.C. § 12101 et seq.; The Age Discrimination in Employment Act of 1967the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; The the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, as amended29 U.S.C. § 215 et seq.; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The the New York State Human Rights Law, as amended; The New York Wage and Hour LawsN.Y. Exec Law Art. 15, as amended; The New York Equal Pay Laws, as amended§ 290 et seq.; the New York Civil Rights Laws, as amendedState WARN Act; The the New York State Executive LawsLabor Law; the New York City Human Rights Law; the New York City Earned Sick Time Act; Section 125 of the New York Workers’ Compensation Law, as amendedNew York State Civil Rights Law, Article 23-A of the New York State Corrections Law; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or and any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance laws of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) abovesimilar effect.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Release by Employee. (a) Employee, Except for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes those obligations of Employer created by or arising out of this Section 4 Agreement, Employee hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to include the Company ▇▇▇ Employer and any each of its affiliated company, parent company or subsidiaryentities, and each of their respective predecessorsdirectors, affiliatesmanagers, assignsofficers, members, directorsshareholders, officersrepresentatives, assignees, and employeessuccessors, whether past or presentand present (collectively, “Releasees”), from and with respect to any and all actions, suits, debts, demands, damages, claims, judgmentswages, liabilitiesagreements, benefits or other remedial relief obligations, demands and causes of any natureaction, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated by Employee arising out of or unanticipatedin any way connected with Employee’s employment relationship with Employer, which Employee has or may have Employee’s separation from employment with Employer, or any other transactions, occurrences, losses, damages or injuries, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the beginning part of any of the world Releasees, committed or omitted prior to the date of Employee’s execution of that Employee signs this Agreement, includingwhether based on contract, tort, or any federal, foreign, state or local common law, regulation, constitution or statute (including but not limited toto the various non-discrimination statutes under federal and applicable state law) (collectively, all claims arising out “Claims”); provided, however, that the following obligations of Employee’s employment with Employer to Employee shall not be considered Claims subject to the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) releases set forth herein: (i) any claim arising out of or related right to contract (includinga defense and/or indemnification that Employee may have under California Labor Code section 2802, but not limited to, under the Employment Agreement), quasi contract, tort, tortious course of conduct, libel Agreement or slander, defamation, privacy rights, public policy, law under Employer’s charter or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelby-laws, or any defense and indemnification policy or agreement covering Employee, (ii) any vested benefits payable under, and pursuant to the terms of, any retirement plan (excluding any severance benefits) covering Employee, and (iii) any claims for alleged violations underthat cannot be released as a matter of applicable law. Employee agrees to withdraw with prejudice all complaints or charges, if any, that Employee has filed against any of the Releasees in any court, agency, or other forum with regard to any Claims.
(b) This Agreement is intended to be effective as a bar to all Claims. Accordingly, Employee hereby expressly waives any rights and benefits related thereto conferred by any rule of law or any legal decision, including under Section 1542 of the California Civil Code, which provides: The National Labor Relations ActIn furtherance of this intention, Employee hereby expressly consents that this Agreement will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims. Employee understands and hereby acknowledges the significance and consequences of such release and waiver.
(c) Employee represents that, as amended; Title VII of the Civil Rights Act of 1964date hereof, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against any of the United States CodeReleasees in any court or with any governmental agency. Employee agrees that, to the fullest extent permitted by law, he will not prosecute, nor allow to be prosecuted on his behalf, in any state or federal administrative agency, or in any state or federal court, any claim or demand of any type related to the matters released above. Employee warrants that there has been no assignment or other transfer of any interest in any claim within the scope of the release of claims herein, and Employee agrees to defend, indemnify and hold the Releasees harmless from any claims, liabilities, demands, damages, costs, expenses and attorneys’ fees incurred as amended; The a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer.
(d) Notwithstanding anything to the contrary herein, the release contained in this Section 6 does not prohibit Employee Retirement Income Security Act from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or the California Department of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Fair Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended Housing (“COBRADFEH”) (except as set forth or participating in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; an EEOC or DFEH investigation. Employee does agree to waive his right to receive any monetary or other recovery should any claim be pursued with the EEOC, DFEH, or any other federal, state or local civil administrative agency on his behalf arising out of or human rights law related to his employment with and/or separation from Employer or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) aboveReleasee.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Release by Employee. (a) EmployeeExcept for those obligations of EMCORE Corporation, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes a New Jersey corporation (“Employer”) created by or arising out of this Section 4 General Release Agreement (this “Release”) and the Separation and General Release Agreement entered into between Employer and ▇▇▇▇▇ ▇▇▇ (“Employee”) on December 4, 2018 (the “Separation Agreement”), Employee hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to include the Company ▇▇▇ Employer and any each of its affiliated company, parent company or subsidiaryentities, and each of their respective predecessorsdirectors, affiliatesmanagers, assignsofficers, members, directorsshareholders, officersrepresentatives, assignees, and employeessuccessors, whether past or presentand present (collectively, “Releasees”), from and with respect to any and all actions, suits, debts, demands, damages, claims, judgmentswages, liabilitiesagreements, benefits or other remedial relief obligations, demands and causes of any natureaction, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated by Employee arising out of or unanticipatedin any way connected with Employee’s employment relationship with Employer, which Employee has or may have Employee’s separation from employment with Employer, or any other transactions, occurrences, losses, damages or injuries, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the beginning part of any of the world Releasees, committed or omitted prior to the date of Employee’s execution of that Employee signs this AgreementRelease, includingwhether based on contract, tort, or any federal, foreign, state or local common law, regulation, constitution or statute (including but not limited toto the various non-discrimination statutes under federal and applicable state law) (collectively, all claims arising out “Claims”); provided, however, that the following obligations of Employee’s employment with Employer to Employee shall not be considered Claims subject to the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) releases set forth herein: (i) any claim arising out of or related right to contract (includinga defense and/or indemnification that Employee may have under California Labor Code section 2802, but not limited to, under the Employment Agreement), quasi contract, tort, tortious course of conduct, libel Agreement or slander, defamation, privacy rights, public policy, law under Employer’s charter or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelby-laws, or any defense and indemnification policy or agreement covering Employee, (ii) any vested benefits payable under, and pursuant to the terms of, any retirement plan (excluding any severance benefits) covering Employee, and (iii) any claims for alleged violations underthat cannot be released as a matter of applicable law. Employee agrees to withdraw with prejudice all complaints or charges, if any, that Employee has filed against any of the Releasees in any court, agency, or other forum with regard to any Claims.
(b) This Release is intended to be effective as a bar to all Claims. Accordingly, Employee hereby expressly waives any rights and benefits related thereto conferred by any rule of law or any legal decision, including under Section 1542 of the California Civil Code, which provides: The National Labor Relations ActIn furtherance of this intention, Employee hereby expressly consents that this Release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims. Employee understands and hereby acknowledges the significance and consequences of such release and waiver.
(c) Employee represents that, as amended; Title VII of the Civil Rights Act of 1964date hereof, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against any of the United States CodeReleasees in any court or with any governmental agency. Employee agrees that, to the fullest extent permitted by law, he will not prosecute, nor allow to be prosecuted on his behalf, in any state or federal administrative agency, or in any state or federal court, any claim or demand of any type related to the matters released above. Employee warrants that there has been no assignment or other transfer of any interest in any claim within the scope of the release of claims herein, and Employee agrees to defend, indemnify and hold the Releasees harmless from any claims, liabilities, demands, damages, costs, expenses and attorneys’ fees incurred as amended; The a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer.
(d) Notwithstanding anything to the contrary herein, the release contained in this Section 1 does not prohibit Employee Retirement Income Security Act from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or the California Department of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Fair Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended Housing (“COBRADFEH”) (except as set forth or participating in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; an EEOC or DFEH investigation. Employee does agree to waive his right to receive any monetary or other recovery should any claim be pursued with the EEOC, DFEH, or any other federal, state or local civil administrative agency on his behalf arising out of or human rights law related to his employment with and/or separation from Employer or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the StateReleasee. In addition, nothing in this Release or the Separation Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, making other disclosures that are protected under the whistleblower provisions of federal law or regulation or accepting a whistleblower award under the whistleblower provisions of federal law or regulation. Employee does not need any prior authorization to make any such reports or disclosures, is not required to notify the Company of such reports or disclosures and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from is not releasing any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world Claims related to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required make such disclosures or to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without accept such releases and covenant not to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreementaward.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Sources: Separation and General Release Agreement (Emcore Corp)
Release by Employee. (a) Employee, on Employee’s own behalf and for Employee’s spouse, Employee’s agents, successors, heirs, executors, administrators, heirs and assignsassigns (collectively, the “Releasors”), hereby fully irrevocably and generally releases, waives unconditionally forever releases and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company its parents, divisions, direct or indirect subsidiaries and any affiliated companyaffiliates, parent company or subsidiaryand its and their current and former directors, officers, shareholders, insurers, benefit plans, representatives, agents, trustees, administrators, attorneys, and employees, and each of their respective predecessors, affiliatessuccessors, parents, joint ventures, and assigns, members(collectively, directors, officers, and employees, whether past or presentthe “Releasees”), from any and all actions, suits, debts, demands, damages, claims, judgments, manner of existing actual or potential claims or liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all any claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract Employee’s employment and separation from employment with the Company (including its predecessors, successors, or affiliates), including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all any claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunitybonuses, reimbursements, commissionsvacation pay, implied or express employment contracts and/or estoppelallowances, or (ii) other compensation, and claim for any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of benefits under the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested “ERISA”) (except for claims for vested ERISA benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act any claims for discrimination, harassment, or retaliation of 1990any kind or based upon any legally protected classification or activity, as amended; The any claim under the Age Discrimination in Employment Act of 1967Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, any claim for workers' compensation retaliation, and any federal, state, or local statute, ordinance, or regulation, as amendedwell as any amendments to any such laws; The Fair Labor Standards Actcommon law claims or causes of action relating to any claim released, as amended; The Occupational Safety breach of contract or public policy, defamation, personal or business injury, personal injury not covered by workers’ compensation benefits, misrepresentation, negligence, fraud, estoppel, infliction of emotional distress, contribution, indemnification, and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; any claims that could have been brought pursuant to the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinanceCompany’s Dispute Resolution Process, including without limitation those not specifically listed in this Agreement. This release covers any lawattorneys’ fees and costs associated with any claim. This release extends to any claim that the Releasors now have, regulation ever had, or ordinance may hereafter have against any of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ feesReleasees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world up to and including the date of this Agreement. Employee specifically waives Employee’s execution right to recover in Employee’s own lawsuit, as well as the right to recover in a suit brought by any other person or entity on Employee’s behalf or on behalf of a class of persons in which the Employee is or could be considered a member.
3.1 This Agreement does not waive any claims Employee may have for: (i) lost wages, bonuses, or benefits owing solely to an improper wage, bonus, or benefit calculation, (ii) violation by Company of the terms of this Agreement Agreement, (iii) indemnification which Employee may have under Company’s governing documents, by any agreement, under any applicable law, or otherwise, (iv) vested ERISA benefits, (v) workers’ compensation benefits (except for a retaliation claim), and (vi) claims which cannot be released solely by private agreement.
3.2 Employee affirms, by signing this document, that Employee has not suffered any unreported injury or illness arising from Employee’s employment, and that Employee has not filed with any federal, state, or local court or agency any actions or charges against the Releasees relating to or arising out of Employee’s employment with or separation from the Company. Employee further agrees that while this release does not preclude Employee from filing a charge with the National Labor Relations Board (“NLRB”), its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses Equal Employment Opportunity Commission (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees“EEOC”), or other expensesa similar state or local agency, including attorneys' feesor from participating in any investigation or proceeding with them, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s does waive any right to institute personally recover monies or reinstatement as a result of any complaint or charge filed against the Company with the NLRB, EEOC, or any federal, state, or local court or agency, except as to any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under or challenge this Agreement, as referenced herein;or for benefits exempted from this Agreement.
(d) 3.3 Employee acknowledges and further agrees that this release, Employee has received all leave benefits and compensation to which Employee was entitled through the covenant not to ▇▇▇ set forth in Section 6 of this Agreement, are essential and material terms date of this Agreement and that, without such releases and covenant would not otherwise be entitled to ▇▇▇, no agreement would have been reached by the Parties and no payment would have been paid by the Company payments hereunder. Employee understands and acknowledges the significance and consequences agrees that Employee was not subjected to any improper treatment, conduct, or actions as a result of a request for leave, compensation, or reinstatement.
3.4 Employee waives, by signing this Agreement.
(e) The foregoing , any and all rights under the laws of any state that is substantially similar in wording or effect to the following, which is a waiver under California Civil Code Section 1542: A general release does not apply extend to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date creditor or releasing party does not know or suspect to exist in his or her favor at the time of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of executing the release contained in this Section 4 files a claim and that, if known by him or action against Employee based upon any claim arising prior to her, would have materially affected his or her settlement with the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to ▇▇▇ contained in Section 6) shall be null, void, and of no force debtor or effect solely with respect to the person(s) or entity(ies) bringing such claims or actionsreleased party.
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