Waiver and Release Agreement. In consideration of the severance payments and other benefits described in Section 4.3.2 and Section 4.3.4, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Employer on or before the sixtieth (60th) day after the applicable Termination Date a waiver and general release of claims in favor of the Company and each of the QTS Companies, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to the Employer, that has become effective in accordance with its terms, and for which any revocation periods applicable to such release shall have expired on or prior to the sixtieth (60th) day following Executive’s Termination Date. If Executive fails to execute and deliver such release agreement on or before the sixtieth (60th) day following the applicable Termination Date, if any revocation period applicable to such release has not expired on or before the sixtieth (60th) day following Executive’s Termination Date or if Executive revokes such release as provided therein, the Employer shall have no obligation to provide any of the severance payments and other benefits described in Section 4.3.2 or Section 4.3.4 other than any Accrued Obligations.
Waiver and Release Agreement. For full and valuable consideration, including, but not limited to, severance payments made and to be made by Impac Mortgage Holdings, Inc., and any affiliate, subsidiary, or related entity of Impac Mortgage Holdings, Inc. (collectively, “Employer”) to Xxxxxxx Xxxxxxx (“Employee”) pursuant to the Employment Agreement between Employer and Employee dated as of January 1, 2013, (the “Employment Agreement”), Employee agrees to waive and release Employer and Employer’s stockholders, directors, officers, employees, affiliates, agents, successors and assigns, if any, from all known and unknown claims, agreements or complaints related to or arising under Employee’s employment with Employer, including, but not limited to, any claim arising out of Employee’s termination, any express or implied agreement between Employee and Employer (other than each party’s respective rights and obligations under Sections 2.3, 2.4 and 4.1 of the Employment Agreement and the Proprietary Rights and Inventions Agreement), and any other federal or state constitutional provisions, statutes or laws relating to an employee’s relationship with his employer, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, and the California Labor Code. This Waiver shall not include a waiver of any of the following: (i) any right to defense and/or indemnification that Employee may have under California Labor Code section 2802, or under any defense and indemnification policy or agreement; (ii) any claim for breach of any pension, 401k, deferred compensation or stock option plan of Employer; or (iii) any claim that Employee may have against any officer, director, employee, or agent of Employer for defamation or intentional interference with prospective employment or business advantage. This Waiver includes a waiver of any rights the parties may have under Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Employee’s Waiver is conditioned upon Employer’s performance of all of its severance obligations pursuant to Sections 2.3 and 2.4 of the Employment A...
Waiver and Release Agreement. In consideration of the severance payments and other benefits described in clauses (b), (c) and (d) of Section 5.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Company within fifty (50) days after the applicable Termination Date a Waiver and Release Agreement in the form attached hereto as Exhibit A without alteration or addition other than to include the date (the “Release”). If Executive fails to execute and deliver the Release within fifty (50) days after the applicable Termination Date, or if Executive revokes such Release as provided therein, the Company shall have no obligation to provide any of the severance payments and other benefits described in clauses (b), (c) and (d) of Section 5.3.2. The timing of severance payments under clause (c) of Section 5.3.2 upon Executive’s execution and delivery of the Release shall be further governed by the following provisions (the last date on which such payments may be made, the “Severance Payment Deadline”):
Waiver and Release Agreement. In consideration of the severance payments described in Section 4.1 or Section 4.2, to which severance payments the Executive would otherwise not be entitled, and as a pre-condition to the Executive becoming entitled to such severance payments under this Agreement, the Executive agrees to execute at the time of Executive’s termination a Waiver and Release Agreement in exactly the form provided to the Executive by the Company without alteration or addition (the “Waiver and Release Agreement”), attached hereto as Exhibit A, the terms and conditions of which are specifically incorporated herein by reference.
Waiver and Release Agreement. 1. In consideration for the severance benefits to be provided to me under Section 2 of the Non-Competition, Non-Solicitation and Non-Disparagement Agreement between me and FSC CT, Inc. (the “Company”) dated as of [_____], 2014 (hereinafter referred to as the “Non-Competition Agreement Agreement”) and accelerated vesting of the Options and RSUs as provided for in Annex A to the letter agreement between me and the Company dated as of [_____], 2014 (hereinafter referred to as the “Employment Agreement”), I, Ixxxxx X. Xxxxxxxx, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever discharge FSC CT, Inc., Fifth Street Management LLC, Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp., Fifth Street Senior Floating Rate Corp., Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc., and any entities formed after the date hereof which engage any such entity to provide services, and any affiliates of such entities formed after the date hereof together with each of their respective subsidiaries, divisions and affiliates, whether direct or indirect, their respective joint ventures and joint venturers (including each of their respective directors, officers, employees, stockholders, partners and agents, past, present, and future), and each of their respective successors and assigns, members, branches, divisions, business units or groups, portfolio companies, agencies, predecessors, successors, assigns, any employee benefit plans established or maintained by any of the foregoing entities and each and all of their past, present or future officers, directors, employees, partners, members, trustees, plan administrators, agents, fiduciaries, shareholders, attorneys, representatives and advisors (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have been or could be asserted against the Releasees, including, without limitation, those arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees up to and including the date of this Waiver and Release Agreement, in...
Waiver and Release Agreement. The Executive agrees to execute at the time of the Executive’s termination of employment a Waiver and Release Agreement in a form provided to the Executive by the Company (the “Waiver and Release Agreement”), substantially in the form attached hereto as Exhibit C, the terms and conditions of which are specifically incorporated herein by reference. The execution and delivery of the Waiver and Release Agreement shall be made within forty-five (45) days following delivery to the Executive of the Waiver and Release Agreement, and the Company shall (a) pay the benefits under Section 5.1 and Section 5.2(b) within ten (10) days following the date the Waiver and Release is no longer revocable by the Executive, provided that if the Executive’s consideration period for such Waiver and Release Agreement spans two calendar years, such payment shall be paid no earlier than the first business day of the second calendar year, (b) pay the benefits under Section 5.2(a) at the same time as payment is made to all other participants under the Annual Cash Incentive program following the close of the fiscal year in which the Termination Date occurs. If the Waiver and Release Agreement is not executed within the forty-five (45)-day period post-delivery, the Executive will forfeit all benefits provided pursuant to Section 5.1, Section 5.2, Section 5.3, Section 5.4, and Section 5.5. If the Waiver and Release Agreement is not received by the Executive within five (5) days following the Executive’s Termination Date, it shall not be required, and this Section 5.6 shall be null and void.
Waiver and Release Agreement. In no event, however, shall the Employee be entitled to receive the pay and benefits that the Company shall provide the Employee pursuant to Sections 2(a), 2(c), 3(b) or 3(d) unless the Employee provides the Company an enforceable waiver and release agreement in a form that the Company normally requires for senior executive employees. Such release shall be furnished to the Employee for Employee’s review not later than seven (7) business days following the Date of Termination, and shall be executed and returned to the Company within twenty-one (21) days of receipt (or within forty-five (45) days of receipt if the Employee’s separation is part of a group). Provided the Employee does not timely revoke the waiver and release agreement within seven (7) days after its execution (or within fifteen (15) days if the Employee is employed in Minnesota), pay and benefits pursuant to Sections 2(a), 2(c), 3(b) or 3(d) shall commence on the expiration of the revocation period, and any amounts that otherwise would have been paid to the Employee pursuant to Sections (2)(a), 2(c), 3(b) or 3(d) before the expiration of the revocation period shall be paid to the Employee, without interest, on the sixtieth (60th) day after the Date of Termination.
Waiver and Release Agreement. In consideration of the severance payments and other benefits described in Section 8(c), to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement (other than on account of Executive’s death), Executive agrees to execute and deliver to the Company within 30 days after the applicable date of Executive’s separation of service a Waiver and Release Agreement in the form attached hereto as Appendix A (the “Release”) and not revoking it during the revocation period provided therein. The timing of severance payments under Section 8(c) shall be further governed by the following provisions:
Waiver and Release Agreement. In order to receive the severance pay and severance benefits available under the Plan, an Eligible Employee must submit a signed Waiver and Release Agreement form to the Plan Administrator on or within forty-five (45) days after his/her Severance Date or receipt of the Waiver and Release Agreement, whichever occurs later. The required Waiver and Release Agreement form is attached to the Summary Plan Description as Attachment III, as the same may be changed in the Company’s sole discretion. An Eligible Employee may revoke his/her signed Xxxxxx and Release Agreement within seven (7) days of his/her signing the Waiver and Release Agreement. Only with respect to Eligible Employees whose severance under the Plan is “non-qualified deferred compensation” subject to Section 409A of the Code, notwithstanding any provision of this Plan to the contrary, in no event shall the timing of such Eligible Employee’s execution of the Waiver and Release Agreement, directly or indirectly, result in the Eligible Employee designating the calendar year of payment, and if a payment that is subject to execution of the Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in the later taxable year. Any such revocation must be made in writing and must be received by the Plan Administrator within such seven-(7) day period. An Eligible Employee who timely revokes his/her Waiver and Release Agreement shall not be eligible to receive any severance pay or severance benefits under the Plan. An Eligible Employee who timely submits a signed Xxxxxx and Release Agreement form and who does not exercise his/her right of revocation shall be eligible to receive severance pay and severance benefits under the Plan. Eligible Employees shall be advised to contact their personal attorney at their own expense to review the Waiver and Release Agreement form if they so desire.
Waiver and Release Agreement. The Executive agrees to execute at the time of Executive’s termination of employment a Waiver and Release Agreement in a form provided to the Executive by the Company (the “Waiver and Release Agreement”), within three (3) days of termination, consistent with the form attached hereto as Exhibit A, the terms and conditions of which are specifically incorporated herein by reference. The execution and delivery of the Waiver and Release Agreement shall be made within [45] days of delivery to the Executive of the Waiver and Release Agreement and the Company shall make payment of all lump sums due within ten (10) days after the Waiver and Release Agreement is no longer revocable by Executive. If the Waiver and Release Agreement is not executed with in the [45] day period post-delivery, the Executive will forfeit all severance payments to be provided pursuant to Section 4.1.
