Common use of Release of Claims by the Executive Clause in Contracts

Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only:

Appears in 4 contracts

Samples: Transition Agreement (Reckson Operating Partnership Lp), Transition Agreement (Reckson Operating Partnership Lp), Transition Agreement (Reckson Operating Partnership Lp)

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Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderCompanies entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Companies and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the shares of Common Stock repurchased by Pregis I pursuant to Section 3 hereof, (ii) in respect of the Options canceled pursuant to Section 4 hereof, (iii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiv) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivvi) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (vvii) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (the “ADEA”) and any similar or analogous state statute (including the Illinois Human Rights Act), excepting only:

Appears in 1 contract

Samples: Separation Agreement and Release (Pregis Holding II CORP)

Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "Company Affiliated Group"), their respective present and former officers, directors, managers, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacityParty, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:

Appears in 1 contract

Samples: Employment Agreement (LTN Staffing, LLC)

Release of Claims by the Executive. Pursuant to the terms of the Confidential Settlement Agreement and Release (a) In the “Agreement”), dated as of September 30, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and Xxxxxxxxx Xxxxx (the “Executive”), and in consideration of the payments and benefits to be made under the Executive hereunder, the sufficiency of which the Executive acknowledgesAgreement, the Executive, with the intention of binding himself the Executive and his the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective its subsidiaries and affiliates (collectively, the "Company Affiliated Group"), their and the present and former officers, directors, executives, agents, attorneys shareholders, members, attorneys, employees, employee benefits plans (and employeesthe fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected, unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive's ’s service as an Executive, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) whistleblower or retaliation claims and (v) for employment discrimination under any applicable alleged violation of any federal, state or local statutestatute or ordinance, provisionand including, but not limited to, any statute relating to employment, medical leave, retirement or disability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family Medical Leave Act, and any applicable State and local laws and all other statutes and common laws regulating the terms and conditions of Executive’s employment), excepting only the following: (a) the rights of the Executive under the Agreement including without limitation in respect of the payments set forth in Sections 2 and 3 of the Agreement; (b) the right of the Executive to receive benefits required to be provided in accordance with applicable law; (c) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of the Company or any of its affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group, except to the extent excluded pursuant to the Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; (f) any rights of the Executive as a shareholder of the Company; and (g) any rights under the Employment Agreement which are expressly preserved by this Agreement, including rights under the “Directors and Officers Insurance” section of the Employment Agreement. This Mutual Waiver and Release of Claims does not prohibit or restrict the Executive or his attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) with any government agency, law enforcement organization, legislative body, regulatory organization, or SMRH:4863-0768-4660.8 self-regulatory organization, including, but not limited to, the Securities and Exchange Commission (“SEC”) or the Equal Employment Opportunity Commission, (ii) as required by court order or regulationsubpoena (clause (i) and clause (ii), excepting only:collectively, a “Government Action”), or (iii) otherwise from providing any other disclosure required by law in connection with any Government Action. However, by executing this Mutual Waiver and Release of Claims, the Executive hereby waives all rights to personally recover any compensation, damages, or other relief in connection with any such Government Action, except that the Executive does not waive any right he may have to receive a monetary award from the SEC as a whistleblower or directly from any other federal, state, or local agency pursuant to a similar program.

Appears in 1 contract

Samples: Confidential Settlement Agreement and Release (SiriusPoint LTD)

Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "Company Affiliated Group"), their its present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacitywhich arise out of or relate to the Executive’s employment with, or his separation or termination from, Employer, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, in each case which arise out of or relate to the Executive’s employment with, or his separation or termination from, Employer, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:

Appears in 1 contract

Samples: Employment Agreement (LTN Staffing, LLC)

Release of Claims by the Executive. (a) In consideration of The Executive does hereby, for himself and the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself Surviving Spouse and his heirs, beneficiaries, devisees, executors, administrators administrators, attorneys, personal representatives, successors and assigns, does hereby forever release, remisedischarge, acquit and forever discharge covenant not to xxx the Company or any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, complaintsequitable relief, damages, costs, charges, demandscomplaints, rightsobligations, damagespromises, debtsagreements, sums of money, accounts, financial obligationscontroversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwisecosts), whether accruedin law or equity, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, which the ExecutiveExecutive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the Retirement Date arising directly or indirectly out of, individually or as a member of a class, now has, owns or holdsrelating to, or has at any time heretofore had, owned or held, against any Company Released Party in any capacityother way involving in any manner whatsoever, including, without limitation, any and all claims (i) arising out of or in any way connected the Executive’s employment with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, thereof or (ii) for severance claims arising under federal, state, or vacation benefitslocal laws relating to employment, unpaid wagesor securities, salary or incentive payments, (iii) for breach including without limitation claims of contract, wrongful discharge, impairment breach of economic opportunityexpress or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional harm or other liability in tort, (iv) for claims of any violation kind that may be brought in any court or administrative agency, any claims arising under Title VII of applicable state the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and local labor Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, similar state or local statutestatutes, provisionordinances, order and regulations; provided, however, that notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) benefit claims under employee benefit plans in which the Executive is a participant by virtue of his employment with the Company or regulationto benefit claims under employee welfare benefit plans for occurrences (e.g., excepting only:medical care, death, or onset of disability) arising after the execution of this Agreement by the Executive, (y) any obligation assumed under this Agreement by either party hereto or (z) any right to indemnification to which the Executive is entitled with respect to director and officer liability insurance coverage.

Appears in 1 contract

Samples: Transition and Retirement Agreement (Movado Group Inc)

Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderCompanies entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the CompanyCompanies, ROP CPG LP and each of its or their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the Class A Units and Class B Units repurchased by CPG LP pursuant to Section 2 hereof, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (the “ADEA”) and any similar or analogous state statute, excepting only:

Appears in 1 contract

Samples: Separation Agreement and Release (Santana Products Inc.)

Release of Claims by the Executive. (a) a. In consideration of the payments to Termination Payment and other consideration set forth in this Agreement, the Executive hereunderhereby releases and forever discharges the Company and the Employer, the sufficiency of which the Executive acknowledgespredecessors, the Executivesuccessors, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries assigns and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the Company and the Employer, and current and former members, partners, trustees, officers, employees, representatives, attorneys, agents and all persons acting by, through, under or in concert with any of the foregoing (collectively, the "Company Released Parties"), of and from any and all claimsof whom or which are referred to hereinafter as the “Releasees”) from any claim, actionsdemand, causes right, action or cause of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind nature or nature kind, in law, equity equity, administrative proceedings, or otherwise, whether accruedbased upon any law, absolutestatute, contingentordinance, unliquidated rule, regulation, common law, or otherwise otherwise, or any entitlement to attorneys’ fees, costs or expenses, and from any other matter under any other theory, whether now known or unknown, suspected or unsuspectedclaimed, liquidated or unliquidated, absolute or contingent (collectively, “Claims”), which the Executive, individually arose or as a member of a class, now has, owns or holds, or has occurred at any time heretofore had, owned or held, against any Company Released Party in any capacityprior to the date the Executive signed this Agreement, including, without limitationbut not limited to, any and all claims (i) arising out of or Claim relating in any way connected with to the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity’s employment, or the termination end thereof, by the Employer, the Company and/or any subsidiary of such service either, saving and excepting however, the Executive’s rights to the Accrued Benefit, the Executive’s rights under this Agreement and any Claim that cannot be waived as a matter of law, nor shall this Release constitute a waiver of any vested rights under any 401(k), retirement or other ERISA-governed plan, or a waiver of any of vested stock options or restricted shares, if any. Without restricting the foregoing, this Release includes: (1) any Claim brought under any federal, state, or local fair employment practices law, including, but not limited to: the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act (“ADA”) as amended, the Equal Pay Act (EPA), the Genetic Information Nondiscrimination Act (“XXXX”), and the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); (2) any such capacityClaim brought under any state or federal law regarding wages, (ii) for severance or vacation benefits, unpaid wagesor employment practices, salary including the Family and Medical Leave Act; (3) any contract Claims; (4) any intentional or incentive paymentsunintentional tort Claims, (iii) for breach of contractincluding, but not limited to: defamation, libel, slander, abusive or wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm fraud or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) misrepresentation; and (v5) for employment discrimination any Claims alleging retaliation and/or any whistleblower Claims, including Claims arising under any applicable federal, state or local statute, provision, order or regulation, excepting only:the Xxxxxxxx-Xxxxx Act and the Xxxx Xxxxx Act.

Appears in 1 contract

Samples: Separation Agreement and Release (Corporate Office Properties, L.P.)

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Release of Claims by the Executive. (a) In exchange for the consideration of the payments offered to the Executive hereunderunder this Agreement, the sufficiency of which the Executive acknowledgesacknowledges provides consideration to which the Executive would not otherwise have an undisputed right to receive, the Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and assignslegal representatives, does assigns and successors in interest, hereby releaseIRREVOCABLY, remiseUNCONDITIONALLY AND GENERALLY RELEASES, acquit and forever discharge ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company, ROP its subsidiaries and each of the their respective directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officersagents, directors, executivesofficers, agents, attorneys and employees, representatives and the attorneys of such stockholders, predecessors, successors, predecessors assigns, divisions, subsidiaries and assigns affiliates), and all persons acting by, through, under or in concert with any of each of the foregoing them (collectively, the "Company Released Parties"“Releasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys' fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which that the Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which the Executive at any time heretofore had, owned owned, or held, against or claimed to have, own, or hold from the beginning of time to the date that the Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any Company Released Party in agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any capacityother relationship, involving the Executive and/or any Releasee, including, without limitation, any the superseded Employment Agreement and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacitySERP, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws of the United States or any other jurisdiction applicable to the Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and (iii) any other matter; provided, however, that nothing contained herein shall operate to release any obligations of the Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, it is the express intention of the Executive and the Company that this Agreement shall not act as a release or waiver of (1) any rights of defense or indemnification which would be otherwise afforded to the Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, (2) any rights of defense or indemnification which would be otherwise afforded to the Executive under any director or officer liability or other tortinsurance policy maintained by the Company or its subsidiaries; (3) any rights of the Executive to benefits accrued under any Company 401(k) Retirement and Savings Plan, 401(k) Restoration Plan or Employee Stock Purchase Plan, (iv4) for any violation of applicable state and local labor and employment laws (includingrights under this Retirement Agreement, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v5) for employment discrimination under any applicable federal, state such rights or local statute, provision, order or regulation, excepting only:claims as may arise after the date of this Agreement.

Appears in 1 contract

Samples: Retirement Agreement (Pride International Inc)

Release of Claims by the Executive. Pursuant to the terms of the Resignation Agreement and Release (a) In the “Agreement”), dated as of May 16, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and Sxx Xxxxxxxx (the “Executive”), and in consideration of the payments and benefits to be made under the Executive hereunder, the sufficiency of which the Executive acknowledgesAgreement, the Executive, with the intention of binding himself the Executive and his the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective its subsidiaries and affiliates (collectively, the "Company Affiliated Group"), their and the present and former officers, directors, executives, agents, attorneys shareholders, members, attorneys, employees, employee benefits plans (and employeesthe fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected, unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive's ’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) whistleblower or retaliation claims and (v) for employment discrimination under any applicable alleged violation of any federal, state or local statutestatute or ordinance, provisionand including, but not limited to, any statute relating to employment, medical leave, retirement or disability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family Medical Leave Act, and any applicable State and local laws and all other statutes and common laws regulating the terms and conditions of Executive’s employment), excepting only the following: (a) the rights of the Executive under the Agreement including without limitation in respect of the Equity Awards retained by the Executive following the Termination Date under the Agreement; (b) the right of the Executive to receive benefits required to be provided in accordance with applicable law; (c) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of the Company or any of its affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, except to the extent excluded pursuant to the Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; and (f) any rights of the Executive as a shareholder of the Company. This Mutual Waiver and Release of Claims does not prohibit or restrict the Executive or his attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) with any government agency, law enforcement organization, legislative body, regulatory organization, or self-regulatory organization, including, but not limited to, the Securities and Exchange Commission (“SEC”) or the Equal Employment Opportunity Commission, (ii) as required by court order or regulationsubpoena (clause (i) and clause (ii), excepting only:collectively, a “Government Action”), or (iii) otherwise from providing any other disclosure required by law in connection with any Government Action. However, by executing this Mutual Waiver and Release of Claims, the Executive hereby waives all rights to personally recover any compensation, damages, or other relief in connection with any such Government Action, except that the Executive does not waive any right he may have to receive a monetary award from the SEC as a whistleblower or directly from any other federal, state, or local agency pursuant to a similar program.

Appears in 1 contract

Samples: Resignation Agreement and Release (SiriusPoint LTD)

Release of Claims by the Executive. (a) In consideration of The Executive agrees for the payments to the Executive hereunderExecutive, the sufficiency Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sxx the Company or any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Executive acknowledges, the Executive, is or has been a participant by virtue of his employment with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, complaintsequitable relief, damages, costs, charges, demandscomplaints, rightsobligations, damagespromises, debtsagreements, sums of money, accounts, financial obligationscontroversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwisecosts), whether accruedin law or equity, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, which the ExecutiveExecutive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the Transition Date (or, individually with respect to claims of disparagement, arising or as a member of a classoccurring on or prior to the date this Agreement is executed), now hasarising directly or indirectly out of, owns or holdsrelating to, or has in any other way involving in any manner whatsoever, (i) the Executive’s employment with the Company or the termination thereof or (ii) the Executive’s status at any time heretofore hadas a holder of any securities of the Company, owned or held, against any Company Released Party in any capacity, including, without limitation, and any and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacityunder federal, state, or the termination local laws relating to employment, or securities, including without limitation claims of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment breach of economic opportunityexpress or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional harm or other liability in tort, (iv) for claims of any violation kind that may be brought in any court or administrative agency, any claims arising under Title VII of applicable state the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and local labor Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, similar state or local statutestatutes, provisionordinances, order and regulations, provided, however, notwithstanding anything to the contrary set forth herein, that this General Release shall not extend to (x) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his employment with the Company or regulationto benefit claims under employee welfare benefit plans for occurrences (e.g., excepting only:medical care, death, or onset of disability) arising after the execution of this Agreement by the Executive, (y) any obligation assumed under this Agreement by any party hereto and (z) any right to indemnification to which the Executive is entitled under Section 13 of the Employment Agreement with respect to director and officer liability insurance coverage.

Appears in 1 contract

Samples: Transition Employment Agreement (Coach Inc)

Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "Company Affiliated Group"), their its present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:

Appears in 1 contract

Samples: Employment Agreement (LTN Staffing, LLC)

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