Common use of Release and Waiver of Claims Clause in Contracts

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 4 contracts

Samples: Corsair Gaming, Inc., Corsair Gaming, Inc., Corsair Components, Inc.

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Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 6.4 of the Employment Agreement dated , 2004, to be effective as of , 200 to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, , hereby furnish JAZZ PHARMACEUTICALS, INC. (the Company “Company”) with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by this Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, insurers, Affiliates, and assigns and affiliates from any and all claims, demands, liabilities, demandsand obligations. This general release includes, causes but is not limited to: (1) all claims arising out of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, or in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating any way related to my employment with the Company and or the termination of that employment; (2) all contractual claims, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, or breach of the covenant of good faith and fair dealing; (3) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceand emotional distress; and (4) all federal, national originstate, disability and local statutory claims including claims for discrimination, harassment, attorneys’ fees or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990, the Federal federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or the Americans with Disability California Fair Employment and Housing Act. However, contract claimsthis general release does not extend to rights and benefits expressly provided for in the Employment Agreement, tort claimsunder the governing documents for any securities I own of record, and wage under any agreement, bylaw or benefit claimsstatute providing me with indemnification. Except as provided in the Employment Agreement described above, including but not limited toI acknowledge and agree that the Company already has paid me any and all salary, claims for salaryother wages, bonuses, commissions, stock grants, stock optionsincentives, vacation pay, expense reimbursements, severance pay, fringe benefits, severance pay stock, stock options or any other form of compensation (other than ownership interests in the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights owed, and benefits under that no such further payments, amounts or interests are owed or will be owed. I also acknowledge that I have read and understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to before executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney before executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I agree neither to file nor to encourage or knowingly permit another to file any claim, charge, grievance, complaint or action for any sort of monetary damages against the Company and other released parties set forth above concerning any matter covered by this Agreement, except as otherwise provided by law. Date: Signature[TYPE NAME] EXHIBIT D JOINT ESCROW INSTRUCTIONS [Escrow Agent Name and Address] Ladies and Gentlemen: Print NameAs escrow agent (the “Escrow Agent”) for both Jazz Pharmaceuticals, Inc., a Delaware corporation, and any assignee (referred to collectively as the “Company”), and the undersigned purchaser of stock of the Company (the “Executive”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Employment Agreement, dated as of , 2004 (the “Agreement”) between the Company and the Executive (the “Escrow”), in accordance with the following instructions:

Appears in 3 contracts

Samples: Employment Agreement (Jazz Pharmaceuticals Inc), Employment Agreement (Jazz Pharmaceuticals Inc), Employment Agreement (Jazz Pharmaceuticals Inc)

Release and Waiver of Claims. In (a) Executive, for and in consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (commitments of the “Company”)Company as set forth in Paragraph 2 of this Agreement, and myself dated intending to be legally bound, 20 (does hereby REMISE, RELEASE AND FOREVER DISCHARGE the “Severance Agreement”), in connection with the termination members of my employment, I, , hereby furnish the Company with the following release Group, and waiver (“Release their present and Waiver”). I hereby release and forever discharge the Company, its former officers, directors, employees, and agents, employees, stockholders, and their respective successors, assigns predecessors, affiliates, assigns, heirs, executors, and affiliates administrators (collectively, “Releasees”) from any and all claims, liabilities, demands, causes of action, costssuits, expensesdebts, attorney feesclaims and demands whatsoever in law or in equity, damageswhich Executive ever had, indemnities and obligations of every kind and naturenow has, in lawor hereafter may have, equity whether known or otherwise, known and unknown, suspected or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, up to the date of Executive’s execution of this Agreement, and unsuspectedparticularly, disclosed and undisclosedbut without limitation of the foregoing general terms, any claims arising from or relating in any way to my Executive’s employment relationship with the Company and Releasees, the terms and conditions of that employment relationship, and the termination of that employmentemployment relationship, including (without limitation) including, but not limited to, any claims of wrongful dischargearising under any applicable Company severance plan(s), emotional distressthe Age Discrimination in Employment Act, defamationthe Older Workers’ Benefit Protection Act, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the The Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Executive Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, the National Labor Relations Act of 1935, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970, the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, the Health Insurance Portability and Accountability Act of 1996, the Vocational Rehabilitation Act of 1973, California employment laws, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment California Family Rights Act of 1967, as amended (“ADEA”Cal. Gov. Code § 12940 et seq.), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, California Labor Code (including but not limited toto Labor Code §§ 98.6, 203, 232, 221, 1102.5, 2698 et seq., 6303, and 6400 et seq.), claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or retaliation under the Health and Safety Code section 1278.5; and any other form of compensation (other than the severance payments federal, state and benefits to which I amlocal employment laws, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Codeas amended, and any law other claims under any federal, state or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know local common law, statutory, or suspect to exist in his favor at the time of executing the releaseregulatory provision, which if known by him must have materially affected his settlement with the debtor.” This Release now or hereafter recognized, and Waiver does not pertain to any claims which may subsequently arise in connection with for attorneys’ fees and costs. This Agreement is effective without regard to the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive legal nature of the Company. I further acknowledge that I have been advisedclaims raised and without regard to whether any such claims are based upon tort, as required by the Older Workers Benefit Protection Actequity, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution implied or express contract or discrimination of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:any sort.

Appears in 3 contracts

Samples: Executive Transition Agreement (Flex Ltd.), Executive Transition Agreement (Flex Ltd.), Executive Transition Agreement (Flex Ltd.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, be provided to Xxxx pursuant to that certain letter agreement between Corsair Memorythis Agreement, Inc.Xxxx including his heirs and assigns hereby irrevocably and unconditionally releases, a Delaware corporation (acquits and discharges the “Company”)City and each of its past, present and myself dated future elected officials, 20 (the “Severance Agreement”)department heads, in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directorsemployees, agents, employees, stockholders, successors, assigns representatives and affiliates attorneys from any and all charges, complaints, claims, liabilities, demandsobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, expenseslosses, attorney feesdebts and expenses (including attorneys' fees and costs actually incurred), damagesof any nature whatsoever, indemnities and obligations of every kind and nature, in law, equity whether known or otherwise, known and unknown, suspected arising out of any act, omission, or event from the beginning of time up to the execution of this Agreement. Xxxx specifically acknowledges and unsuspected, disclosed agrees that he is releasing and undisclosed, arising from giving up any right that he may now have under federal or relating state law or political subdivision thereof and any claims that he may now have or could have asserted against the City. Xxxx specifically agrees to my employment with release all claims that he may have against the Company and the termination of that employmentCity under many different laws, including (without limitation) claims of wrongful dischargebut not limited to: the Age Discrimination in Employment Act, emotional distressthe Older Workers Benefit Protection Act, defamationand Executive Order 11141, fraud, breach of contract, breach of the covenant of good faith and fair dealing, which prohibit age discrimination claims based on sex, age, race, national origin, disability or any other basis under in employment; Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Civil Rights Act of 19671866, as amended (“ADEA”)and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disability ActDisabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; any other federal, state, or local laws prohibiting employment or wage discrimination; the Fair Labor Standards Act of 1938 and state laws that regulate wage and hour matters; the Family and Medical Leave Act of 1993; Retirement Income Security Act of 1974; any federal, state, or local laws providing workers' compensation benefits, prohibiting retaliatory or wrongful discharge, otherwise restricting an employer's right to terminate employees, or otherwise regulating employment; claims for breach of contract, promissory estoppel, defamation, slander, or libel; claims for termination pay, severance, or other benefits; and any other federal, state, or local tort or contract claim. Xxxx expressly waives all rights that he might have under any law that is intended to protect him from waiving unknown claims. The City hereby irrevocably and unconditionally releases, acquits and discharges Xxxx from any and all from any and all charges, complaints, claims, tort claimsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and wage expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, whether known or benefit claimsunknown, including but not limited toarising out of any act, claims for salaryomission, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days event from the date beginning of termination of my employment with the Company in which time up to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Agreement.

Appears in 3 contracts

Samples: Employment Agreement, Employment Agreement, Employment Agreement

Release and Waiver of Claims. In consideration a. Executive, on behalf of himself, and his or her family, heirs, executors, administrators, legal representatives and assigns (collectively referred to in this Release as the severance payments “Executive”), hereby unconditionally and other benefits forever releases, discharges and waives any and all claims of any nature whatsoever, whether legal, equitable or otherwise which Executive may have against the Company, its employees, officers, directors, predecessors, subsidiaries, shareholders (including all direct and indirect equity holders thereof), representatives and agents, and any person or entity which may succeed to which I have become entitled, pursuant the rights and liabilities of any such entities or persons by assignment or otherwise (collectively referred to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (in this Release as the “Company”), and myself dated arising at any time on or before the Effective Date, 20 (the “Severance Agreement”), in each case relating to or in connection with the Executive’s employment by, or termination of my employmentemployment with, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officersother than with respect to the obligations of the Company to Executive under this Release (including the Excluded Obligations). This Release is a release of all claims of any nature whatsoever by Executive against the Company, directorsother than with respect to the obligations of the Company to Executive under this Release (including the Excluded Obligations), agentsand includes, employeesother than as herein provided, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costsliabilities whether known or unknown (collectively, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed“Claims”) including those caused by, arising from or relating related to my Executive’s employment relationship with the Company and the termination of that employmentincluding, including (but without limitation) claims , any and all alleged discrimination or acts of wrongful dischargediscrimination which occurred or may have occurred on or before the Effective Date based upon race, emotional distresscolor, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, racecreed, national origin, age, disability or any other basis under violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, ; the California Fair Employment and Housing Act, Civil Rights Act of 1991; the Federal Age Discrimination in Employment Act of 1967Act, as amended (“ADEA”as further described below), ; the Americans with Disability Disabilities Act; Claims under Executive Retirement Income Security Act of 1974, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay as amended; or any other form of compensation (other than the severance payments and benefits to which I amfederal, pursuant to the express provisions of the Severance Agreement, entitled in connection with my state or local laws or regulations regarding employment discrimination or termination of employment. This Release also includes Claims for wrongful discharge, my vested rights fraud, or misrepresentation under any statute, rule, regulation or under the Company’s Section 401(k) Plan common law and any worker’s compensation benefits and all Claims under any Company workers’ compensation insurance policy management incentive plan or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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 debtorother equity arrangement.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 2 contracts

Samples: Control Severance Agreement (Spansion Inc.), Change of Control Severance Agreement (Spansion Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitleddescribed in the Letter Agreement dated November 13, pursuant to that certain letter agreement 2012 (the “Agreement”), between Corsair MemoryXXXXXXXX X. XXXXXX (“EMPLOYEE” or “you”) and PETSMART, Inc., a Delaware corporation INC. (the “Company”)) and other good and valuable consideration received from the COMPANY, receipt of which is hereby acknowledged, EMPLOYEE, in full satisfaction, hereby agrees to, and myself dated does, 20 (the “Severance Agreement”)release, in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release acquit and forever discharge the CompanyCOMPANY, and its parent entities and subsidiaries, and their officers, directors, agents, insurers, employees, stockholdersattorneys, shareholders, successors, assigns and affiliates (collectively, the “Released Parties”), of and from any and all matters, claims, liabilities, demands, damages, causes of actionactions, debts, liabilities, costs, expenses, attorney attorneys’ fees, damages, indemnities indemnities, controversies, judgments, suits and obligations of every kind and nature, in law, equity or otherwise, foreseen or unforeseen, known and or unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating in any way related to my agreements, events, acts or conduct between EMPLOYEE and Company at any time prior to and/or including the date of your execution of this Agreement (collectively, “Claims and Demands”), including but not limited to: all Claims and Demands directly or indirectly arising out of or in any way connected with (i) EMPLOYEE’S employment with any of the Company and Released Parties or the termination of that employment; (ii) Claims and Demands related to salary, bonuses, commissions, stock, stock options, restricted stock or any other ownership interests in the Company, vacation pay, fringe benefits, expenses reimbursements, severance pay, or any other form of compensation; (iii) Claims and Demands related to unjust, wrongful, retaliatory, or tortious discharge (including (without limitation) claims any claim of wrongful dischargefraud, negligence, whistleblowing, tortious interference with contracts or prospective economic advantage, negligent intentional infliction of emotional distress, or intentional infliction of emotional distress); (iv) Claims and Demands related to defamation, slander, libel or other common law action; (v) Claims and Demands involving or arising under any type of federal, state, local or other laws, statutes, regulations, ordinances or any other source of legal obligations, including but not limited to: the federal Civil Rights Act of 1964; the federal Civil Rights Act of 1991, the federal Americans with Disabilities Act of 1990 (ADA); the Rehabilitation Act of 1973, the federal Age Discrimination in Employment Act of 1967 (ADEA); the Older Workers Benefit Protection Act (OWBPA), the Equal Pay Act, the Fair Labor Standards Act of 1938 (FLSA), the Family and Medical Leave Act (FMLA); the Employee Retirement Income Security Act of 1974 (ERISA); the Arizona Civil Rights Act; as each is amended, tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; human rights, breach civil rights and employment laws of contractthe State of AZ and any other relevant federal, state or local statutes or ordinances; (vi) Claims and Demands for pay, insurance, or welfare benefits or any other benefits of employment with the Company arising from the events occurring prior to the date of this General Release and Wavier (“Release”) other than claims for benefits to which EMPLOYEE is entitled under the Agreement and any applicable worker’s compensation or unemployment compensation; and (vii) any Claims and Demands relation to a breach of the implied covenant of good faith and fair dealing; provided, discrimination claims based on sexhowever, age, race, national origin, disability or any other basis under Title VII that nothing herein shall prevent EMPLOYEE from enforcing the terms of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage Agreement or obtaining his vested right to a benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section SaveSmart 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)Plan. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general This release does not extend waive rights or claims that by law cannot be released by private agreement, such as involvement in agency proceedings, but it does waive EMPLOYEE’S individual right to compensation or monetary relief of any kind from the Released Parties that might arise from any such proceedings. This Release applies only to claims which that arise on or before 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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to date EMPLOYEE signs this Release and Waiver, I am hereby waiving and releasing any rights I does not include claims that EMPLOYEE may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider he signs this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Release.

Appears in 2 contracts

Samples: Letter Agreement, Letter Agreement (Petsmart Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Retention and Incentive Bonus Agreement dated February 10, 2005 (the “Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.the undersigned, a Delaware corporation hereby furnish Copper Mountain Networks, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Employee of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired. expired (the “Effective Date: Signature: Print Name:”).

Appears in 2 contracts

Samples: Retention and Incentive Bonus Agreement (Copper Mountain Networks Inc), Retention and Incentive Bonus Agreement (Copper Mountain Networks Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, be provided to Employee pursuant to that certain letter agreement between Corsair Memorythis Agreement, Inc.Employee including his heirs and assigns hereby irrevocably and unconditionally releases, a Delaware corporation (the “Company”)acquits and discharges Employer and each of its past, present and myself dated future elected officials, 20 (the “Severance Agreement”)department heads, in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directorsemployees, agents, employees, stockholders, successors, assigns representatives and affiliates attorneys from any and all charges, complaints, claims, liabilities, demandsobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, expenseslosses, attorney feesdebts and expenses (including attorneys’ fees and costs actually incurred), damagesof any nature whatsoever, indemnities and obligations of every kind and nature, in law, equity whether known or otherwise, known and unknown, suspected arising out of any act, omission, or event from the beginning of time up to the execution of this Agreement. Employee specifically acknowledges and unsuspected, disclosed agrees that he is releasing and undisclosed, arising from giving up any right that he may now have under federal or relating state law or political subdivision thereof and any claims that he may now have or could have asserted against Employer. Employee specifically agrees to my employment with the Company and the termination of release all claims that employmentagainst Employer under many different laws, including (without limitation) claims of wrongful dischargebut not limited to: the Age Discrimination in Employment Act, emotional distressthe Older Workers Benefit Protection Act, defamationand Executive Order 11141, fraud, breach of contract, breach of the covenant of good faith and fair dealing, which prohibit age discrimination claims based on sex, age, race, national origin, disability or any other basis under in employment; Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Civil Rights Act of 19671866, as amended (“ADEA”)and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disability ActDisabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or which prohibit discrimination based on disability; any other form federal, state, or local laws prohibiting employment or wage discrimination; the Fair Labor Standards Act of compensation (other than 1938 and state laws that regulate wage and hour matters; the severance payments Family and benefits to which I amMedical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; any federal, pursuant to the express provisions of the Severance Agreementstate, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company or local laws providing workers’ compensation insurance policy benefits, prohibiting retaliatory or fund)wrongful discharge, otherwise restricting an employer’s right to terminate employees, or otherwise regulating employment; claims for breach of contract, promissory estoppel, defamation, slander, or libel; claims for termination pay, severance, or other benefits; and any other federal, state, or local tort or contract claim. In releasing claims unknown to me at present, I am waiving Employee expressly waives all rights and benefits that he might have under Section 1542 of the California Civil Code, and any law that is intended to protect him from waiving unknown claims. Employer hereby irrevocably and unconditionally releases, acquits and discharges Employee from any and all from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, whether known or legal principle unknown, arising out of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know act, omission, 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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days event from the date beginning of termination of my employment with the Company in which time up to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Agreement.

Appears in 2 contracts

Samples: City Manager Employment Agreement, City Manager Employment Agreement

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to you are entitled under that certain letter agreement between Corsair MemoryAgreement, dated as of August 25, 2020, to which you, Cornerstone Building Brands, Inc., a Delaware corporation and Ply Gem Industries, Inc. (the “CompanyCompanies), and myself dated , 20 ) are parties (the “Severance Agreement”), in connection with the termination of my employment, I, , you hereby furnish the Company with the following release waive and waiver (“Release and Waiver”). I hereby release and forever discharge each of the CompanyCompanies and their respective parent entities, its subsidiaries, divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, directorsstockholders, partners, agents, employees, stockholdersinsurers, successorsattorneys, assigns and affiliates servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, liabilitiescharges, complaints, liens, demands, causes of action, costsobligations, expenses, attorney fees, damages, indemnities damages and obligations of every kind and nature, in law, equity or otherwiseliabilities, known and or unknown, suspected and or unsuspected, disclosed whether or not mature or ripe, that you ever had and undisclosed, now have against any Releasee arising from out of or relating in any way related to my your employment with or separation from the Company and Companies, to any services performed for the termination of that Companies, to any status, term or condition in such employment, including (without limitation) or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by the Companies, all to the extent allowed by applicable law. This release of claims of wrongful dischargeincludes, emotional distressbut is not limited to, defamation, fraud, breach of claims based on express or implied contract, breach of the covenant compensation plans, covenants of good faith and fair dealing, discrimination wrongful discharge, claims based on sexfor discrimination, ageharassment and retaliation, raceviolation of public policy, national origintort or common law, disability whistleblower or any other basis retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, the California Fair Employment and Housing Americans with Disabilities Act, the Federal Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act of 1967, as amended (“ADEAWARN”), or equivalent state WARN act, the Americans with Disability Employee Retirement Income Security Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form the Xxxxxxxx-Xxxxx Act of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)2002. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, You understand that this release of claims includes a release of all known and waiver is knowing and voluntary, and that unknown claims through the consideration given for date on which this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:becomes irrevocable.

Appears in 2 contracts

Samples: Separation Agreement (Cornerstone Building Brands, Inc.), Agreement (Cornerstone Building Brands, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated ____________, 20 20___ (the “Severance Agreement”), in connection with the termination of my employment, I, __________________, hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 2 contracts

Samples: Corsair Gaming, Inc., Corsair Gaming, Inc.

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated September 6, 2012 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx Xxxxxx, a Delaware corporation hereby furnish ARATANA THERAPEUTICS , INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by Section 4 of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver, disclosed except claims that the law does not permit me to waive by signing this Release and undisclosedWaiver. This general release includes, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990, the Federal federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (“ADEA”), the Americans Kansas Anti-discrimination Act and the Kansas Age Discrimination in Employment Act. Notwithstanding the foregoing, nothing in this Release and Waiver shall constitute a release by me of any claims or damages based on any right I may have to enforce the Company’s executory obligations under the Employment Agreement, or my eligibility for indemnification under applicable law, Company governance documents, my indemnification agreement with Disability Actthe Company or under any applicable insurance policy with respect to my liability as an employee or officer of the Company, contract claims, tort claims, and wage or benefit claims, my rights pursuant to my stock awards (including but not limited to, claims for salary, bonuses, commissions, stock grants, any stock options, vacation pay, fringe benefits, severance pay restricted stock or any other form of compensation (other than awards granted to me by the severance payments and benefits to which I am, Company) pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementtheir terms. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. I acknowledge my continuing obligations under my Non-Disclosure and Assignment Agreement. Pursuant to the Non-Disclosure and Assignment Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must promptly return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Non-Disclosure and Assignment Agreement. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Employment Agreement (Aratana Therapeutics, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated April 23, 2013, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Satoru Yukie, a Delaware corporation hereby furnish Havana Furnishings, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). The foregoing shall not affect in any way my right to receive any severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to and in accordance with the express provisions terms of Section 4 of the Severance Agreement, entitled Employment Agreement in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan exchange for this effective Release and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)Waiver. In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. This Release and Waiver, including Exhibit A hereto, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureApril 23, 2013 By: Print Name:/s/ Satoru Yukie Satoru Yukie EXHIBIT B

Appears in 1 contract

Samples: Executive Employment Agreement (Havana Furnishings Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Retention Agreement dated February 10, 2005 (the “Retention Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.the undersigned, a Delaware corporation hereby furnish Copper Mountain Networks, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Retention Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Employee of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired. expired (the “Effective Date: Signature: Print Name:”).

Appears in 1 contract

Samples: Retention Agreement (Copper Mountain Networks Inc)

Release and Waiver of Claims. Executive understands that this Agreement is a full, final and complete waiver, settlement and release of all of Executive’s claims. In consideration of for the severance payments and other benefits performance described herein, which Executive acknowledges are above and beyond any compensation to which I have become entitledExecutive otherwise would be entitled in the absence of this Agreement, pursuant to that certain letter agreement between Corsair MemoryExecutive agrees for Executive and Executive’s heirs, Inc.executors, a Delaware corporation representatives, agents, insurers, administrators, successors and assigns (collectively the “CompanyReleasors)) to waive, release, discharge and myself dated hold harmless, 20 (the “Severance Agreement”)irrevocably and unconditionally, in connection with the termination of my employmentfully and forever, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Companyall of its affiliates, its predecessors, successors, employees, officers, agents, directors, agentsattorneys, employees, stockholders, successors, insurers and assigns and affiliates (collectively the “Releasees”) from any and all claims, liabilitieslitigation, demandsobligations, judgments, rights fees, damages, debts, liabilities and expenses (inclusive of attorneys’ fees), demands or causes of action, of any kind whatsoever, whether known or unknown (collectively, “Claims”), which Executive may have, including but not limited to any actions brought in tort or for breach of contract, or under any federal or state statute, law or regulation relating to employment, discrimination, retaliation or whistleblowing activity, and including all claims for costs, expenses, attorney expenses and attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity which Executive may have or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, claim to have against Releasees arising from or relating to my connected with Executive’s hire, benefits, employment by, or termination or separation from, employment with the Company and the termination of that employmentany actual or alleged act, including omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (without limitationi) any and all claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Employment and Housing Labor Standards Act, the Federal Equal Pay Act, as amended, the Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act of 1967Act, as amended (“ADEA”), the Americans with Disability Genetic Information Nondiscrimination Act of 2008, the Minnesota Human Rights Act (“MHRA”), the Minnesota Equal Pay for Equal Work Law, the Minnesota Whistleblower Protection Laws, the Minnesota Parental Leave Act, contract claimsall of their respective implementing regulations and/or any other federal, tort claimsstate, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and wage or benefit claimsreleased; (ii) any and all claims for compensation of any type whatsoever, including but not limited to, to claims for salary, wages, bonuses, commissions, stock grantsincentive compensation, stock optionspaid time off and/or severance and as otherwise provided in this Agreement; (iii) any and all claims arising under tort, vacation paycontract and/or quasi-contract law, fringe benefitsincluding but not limited to claims of breach of an expressed or implied contract, severance pay tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other form harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of compensation emotional distress; and (other than the severance payments iv) any and benefits all claims for monetary or equitable relief, including but not limited to which I amattorneys’ fees, pursuant back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. Notwithstanding any language in this Agreement to the express provisions of contrary, Executive does not waive any claims that cannot be waived by law, including, without limitation, the Severance Agreementright to file a charge with or participate in any investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local agency. Executive agrees to waive, entitled in connection with my termination of employmenthowever, my vested rights under Executive’s right to any monetary recovery should the CompanyEEOC or any state or local agency pursue any claims on Executive’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)behalf. In releasing exchange for the mutual promises and undertakings set forth herein and upon expiration of all applicable revocation or rescission periods without Executive having exercised or attempted to exercise those revocation or rescission rights, the Company will release and discharge Executive from any and all claims unknown to me at presentit may have against Executive, I am waiving all rights and benefits under Section 1542 known or unknown, by reason of any act or omission occurring through the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which date the creditor does not know or suspect to exist in his favor at the time of executing the Company executes that release, which if known by him must have materially affected his settlement with except for the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, thatfollowing: (a) any claim relating to the release and waiver granted herein does not relate to claims which may arise after enforcement of this release and waiver is executedAgreement; (b) I have the violation of any federal, state, or local statutory or public policy right to consult with an attorney prior to executing this release and waiver (although I or entitlement that may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisbe waived by law; (c) I have twenty-one (21) days from the date intentional or knowing fraud or wrongdoing, including without limitation intentional torts, misrepresentation, usurpation of termination corporate opportunity, breach of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); fiduciary duty, (d) I have seven (7) days following the execution Company’s right to recoup payments from the Executive, to the extent required by the Xxxxxxxx-Xxxxx Act of this release 2002, the Xxxx-Xxxxx Xxxx Street Reform and waiver Consumer Protection Act, or any other federal or state securities statute or rule adopted pursuant to revoke my consent to this release and waiverstatute; and or (e) any wrongful act or omission that occurs after the date the Company executes this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Agreement.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Nortech Systems Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitledset forth in the Change of Control Agreement dated April 6, pursuant to that certain letter agreement 2006, between Corsair Memory, Inc., a Delaware corporation Dot Hill Systems Corp. (the “Company”), ) and myself dated , 20 Pxxxxx X. Xxxxx (the Severance AgreementEmployee”), in connection with the termination of my employmentto which this form is attached, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee’s employment termination date with respect to any claims relating to my Employee’s employment with the Company and the termination of that Employee’s employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Federal Americans with Disability ActDisabilities Act (“AD”) or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. Employee also acknowledges that Employee has read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee’s consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the “Effective Date” hereof. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Change of Control Agreement (Dot Hill Systems Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated April __, 2006, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxxxx, a Delaware corporation hereby furnish DynCorp International Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and affiliates benefit plans, all of their past and present officers, directors, agents, and insurers, in all capacities, including individually (all of which organizations and persons are hereinafter collectively identified as the “Company Parties”), from any and all claims, demands, actions, indemnities, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and or obligations of every whatever kind and nature, in lawwhich I may have had, equity may now have, or may hereafter claim to have through the date this Release and Waiver is executed, whether known or unknown, contingent or otherwise, known at law or in equity, including, without limitation, any claim arising at any time prior to and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or including my employment termination date with respect to any claims relating to my employment with the Company and the termination of that my employment, including all compensation and benefits relating to my employment (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than compensation); any claim of discrimination based on my race, color, religion, sex, national origin, or disability, if any; any claim that the severance payments and benefits Company Parties have violated any federal, state or local statute, regulation, or ordinance with respect to which I ammy employment or the cessation thereof, pursuant to the express provisions including, without limitation, Title VII of the Severance AgreementCivil Rights Act of 1964, entitled 42 U.S.C. § 1981, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, and the ordinances of the County and the City of ; any claim that the Company Parties have wrongfully terminated my employment or breached any oral, written, express, or implied employment agreement; any claim that the Company Parties have intentionally or negligently inflicted emotional distress, mental anguish or humiliation on me; any claim of the breach of any implied covenant of good faith and fair dealing; any claim of damages, monetary or other personal relief, and/or attorney’s fees in connection with any administrative and/or judicial proceeding initiated by me, by any third party on my termination behalf, or by any governmental authority prior to or following my execution of employmentthis Release and Waiver; any claim of libel, my vested rights under the Company’s Section 401(k) Plan slander and/or defamation of character; any retaliation, “whistleblower,” or public policy claim; and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentother claim of whatever kind not specifically identified in this Release and Waiver; provided, I am waiving all rights and benefits under Section 1542 of the California Civil Codehowever, and any law or legal principle of similar effect in any jurisdiction: “A general that this release does not extend to claims which and will not release the creditor does not know or suspect to exist in his favor at the time Company from any of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment its obligations under the Severance AgreementEmployment Contract or Exhibit A thereof. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney attorney, at my expense, prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have am entitled to revoke my consent to this Release and Waiver within seven (7) days following the execution of this release and waiver Release by delivering written revocation notice to revoke my consent to this release and waiver; at [Address] and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:If I timely revoke this Release and Waiver after signing it, this Release and Wavier will become null and void and the Company will have no obligation to provide me any of the consideration given for this Release and Waiver.

Appears in 1 contract

Samples: Employment Agreement (DynCorp International LLC)

Release and Waiver of Claims. In consideration of the severance payments and other benefits described in the Employment Agreement dated March 1, 2002, to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, XXXX XXXXXXX, hereby furnish SORRENTO NETWORKS CORPORATION. (the Company "Company"), with the following release and waiver ("Release and Waiver"). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns assigns, affiliates and affiliates benefit plans, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including my employment termination date with respect to any claims relating to my employment with the Company and or the termination of that my employment, including (without limitation) but not limited to claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, such as discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), or Title VII of the Americans with Disability ActCivil Rights Act of 1964, or claims for wrongful termination, breach of the covenant of good faith and fair dealing, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)compensation. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: "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 releaseGENERAL 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 debtorWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. " I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under the ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive Executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; this (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Employment Agreement (Sorrento Networks Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 3.4 of the Employment Agreement dated December 27, 2005, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Xxxx XxXxxxxx hereby furnish Who’s Your Daddy, Inc. (formerly Snocone Systems Inc., a Delaware corporation ) (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for (and conditioned on receipt be me of) the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, (as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundamended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-twenty one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver shall Waiver will not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver, including my Proprietary Information and Inventions Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. S A M P L E ONLY Date: Signature: Print Name:_______________________________ _______________________________ Xxxx XxXxxxxx EXHIBIT B Proprietary Information and Inventions Agreement

Appears in 1 contract

Samples: Employment Agreement (Whos Your Daddy Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Amended and Restated Severance and Change in Control Agreement dated January 24, 2011 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxxxx X. Xxxx, a Delaware corporation hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Amended and Restated Severance and Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of against the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 5(d)(4) and Section 6(a) of the Employment Agreement dated , to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Txxxxx X. Xxxxxxx, a Delaware corporation hereby furnish Progressive Gaming International Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Employment Agreement (Progressive Gaming International Corp)

Release and Waiver of Claims. In exchange for the consideration described I Sections 2, 3, and 4 above, Employee hereby fully and forever unconditionally releases and discharges Employer, all of the severance payments its past and other benefits present parent, subsidiary, affiliated and related corporations, partnerships or companies, their predecessors, successors and assigns, together with their divisions and departments, and all past or present owners, officers, directors, employees, insurers, attorneys and agents of any of them, (hereinafter referred to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the collectively as CompanyReleasees”), and myself dated Employee covenants not to sue or assert against Releasees, 20 (the “Severance Agreement”)for any purpose, in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and or all claims, liabilities, demands, actions and causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and naturenature whatsoever, whether at law or in lawequity, equity or otherwise, known both negligent and unknown, suspected and unsuspected, disclosed and undisclosedintentional, arising from or relating in any way related to my Employee’s employment by Employer, based in whole or in part upon any act or omission, occurring on or before the date of this Agreement is signed by Employee, without regard to Employee’s present actual knowledge of the act or omission, which Employee may now have, or which Employee, or any person acting on Employee’s behalf may at any future time have or claim to have. This general release includes, but is not limited to, claims which may arise at common law or under federal, state or local laws, including but not limited to, claims arising under the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (other than claims for vested benefits), Title VII of the Civil Rights Act of 1964 (regarding claims of discrimination based upon race, color, national origin, religion and sex discrimination, including sexual harassment, pregnancy, sexual orientation and gender identity), the Civil Rights act of 1991, the Vietnam Era Veterans Readjustment Assistance Act, the Uniformed Services Employment and Re-employment Rights Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Company Equal Pay Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Utah Antidiscrimination Act, the Utah Right to Work Law, the Hawaii Discriminatory Practices law, the Hawaii Civil Rights Act, the Hawaii Prepaid Healthcare Act, and the termination Hawaii Whistleblowers’ Protection Act. This general release also includes claims for breach of that employmentexpress or implied contract, claims for violation of public policy, and claims arising under tort or other common or statutory law theories, including (without limitation) claims but not limited to, retaliation, tortious conduct, negligence, intentional infliction of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the implied covenant of good faith and fair dealing, discrimination wrongful termination, unjust dismissal, promissory estoppel, defamation (libel or slander), invasion of privacy and fraud (unrelated to the offering of this Agreement), and claims arising under any other federal, state or local civil rights, employment or labor laws. Notwithstanding the foregoing, Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans or under the Award Agreements; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; (iv) pursue claims that arise after the date Employee signs this Agreement; and (v) enforce this Agreement. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on sex, age, race, national origin, disability such a claim in which Employer or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination Releasee identified in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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 debtorthis Agreement is a party.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Separation Agreement and General Release (Purple Innovation, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to you are entitled under that certain letter agreement between Corsair MemoryAgreement, Inc.effective as of August 3, a Delaware corporation 2021 to which you and Cornerstone Building Brands, Inc. (the “Company”), and myself dated , 20 ) are parties (the “Severance Agreement”), in connection with the termination of my employment, I, , you hereby furnish the Company with the following release waive and waiver (“Release and Waiver”). I hereby release and forever discharge the CompanyCompany ad its (as applicable) parent entities, its subsidiaries, divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, directorsstockholders, partners, agents, employees, stockholdersinsurers, successorsattorneys, assigns and affiliates servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, liabilitiescharges, complaints, liens, demands, causes of action, costsobligations, expenses, attorney fees, damages, indemnities damages and obligations of every kind and nature, in law, equity or otherwiseliabilities, known and or unknown, suspected and or unsuspected, disclosed whether or not mature or ripe, that you ever had and undisclosed, now have against any Releasee arising from out of or relating in any way related to my your employment with or separation from the Company and Company, to any services performed for the termination of that Company, to any status, term or condition in such employment, including (without limitation) or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by the Company, all to the extent allowed by applicable law. This release of claims of wrongful dischargeincludes, emotional distressbut is not limited to, defamation, fraud, breach of claims based on express or implied contract, breach of the covenant compensation plans, covenants of good faith and fair dealing, discrimination wrongful discharge, claims based on sexfor discrimination, ageharassment and retaliation, raceviolation of public policy, national origintort or common law, disability whistleblower or any other basis retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, the California Fair Employment and Housing Americans with Disabilities Act, the Federal Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act of 1967, as amended (“ADEAWARN”), or equivalent state WARN act, the Americans with Disability Employee Retirement Income Security Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form the Xxxxxxxx-Xxxxx Act of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)2002. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, You understand that this release of claims includes a release of all known and waiver is knowing and voluntary, and that unknown claims through the consideration given for date on which this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:becomes irrevocable.1

Appears in 1 contract

Samples: Employment Agreement (Cornerstone Building Brands, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc.Actuate Corporation, a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement), in connection with the termination of my employmentemployment on this date, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, (without limitation) claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of am entitled under the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance of its payment obligations under the Severance AgreementAgreement or its indemnification obligations to me thereunder. I acknowledge that, among other rights subject to this his Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; this (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:EXECUTIVE

Appears in 1 contract

Samples: Actuate Corp

Release and Waiver of Claims. In consideration for the end of employment / termination benefits set forth in the severance payments and other benefits Executive Employment Agreement, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment/termination benefits set forth in Section 6 thereof, among other things, Xxxx Xxxxx (the “Executive” or “I”) and SpringBig, Inc. (and any entity controlled by, controlling, or under common control with SpringBig, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , ) hereby furnish the Company with enter into the following release and waiver of claims (the Release and WaiverRelease”). I For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby generally and completely release and forever discharge the Company, its present and future affiliates, and its and their current and former directors, officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, family and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my the Executive’s employment with the Company and Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claims, tort claimsthe National Labor Relations Act of 1935 (as amended), and wage or benefit claimsany similar applicable state laws, including but not limited tothose of the State of Florida and any other federal, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay state or local civil or human rights law or any other form of compensation local, state or federal law, regulation or ordinance, and any public policy, contract, tort, or common law. Notwithstanding the foregoing, the following are not included in the Released Claims (other than the severance payments and benefits to which I am, “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the express provisions Company, the charter, bylaws, or operating agreements of the Severance Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits under the Executive Employment Agreement payable or due to the Executive on account of the end of the Executive’s employment, the Executive’s termination under the terms of the Executive Employment Agreement, entitled or the Executive’s execution of this Release. For the avoidance of doubt, nothing in connection this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with my termination of employmentany Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, my vested rights under including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s Section 401(k) Plan right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any workerand all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s compensation existing rights to vested benefits under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund). In releasing claims unknown any plan or agreement related to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect equity ownership in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, that I am hereby knowingly and voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Board of Directors of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. The parties hereby mutually agree to the exclusive jurisdiction of the 15th Judicial Circuit Court of the State of Florida or the United States District Court for the Southern District of Florida for any dispute arising hereunder. Accordingly, with respect to any such court action, I (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by regular mail to my last known address; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. If either party hereto commences a legal action or other proceeding against the other party hereto concerning a dispute arising from or relating to this Release outside of Florida, such commencing party will reimburse such other party for its or my reasonable attorneys’ fees, costs and expenses if such other party prevails in staying, transferring, dismissing or otherwise defending such action or proceeding based on the location of the action or proceeding, regardless of whether such fees, costs and expenses are incurred in the forum where such commencing party commenced the action or in a Florida forum. This Release constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company. THE EXECUTIVE: Date: SignatureName: Print NameXxxx Xxxxx THE COMPANY: Date: By: Its:

Appears in 1 contract

Samples: Executive Employment Agreement (SpringBig Holdings, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.4 of the Employment Agreement dated December 14, 2006 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxx Xxxxx, a Delaware corporation hereby furnish TorreyPines Therapeutics, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company, except to the extent that such claims cannot be released pursuant to the California Labor Code, including, but not limited to, sections 2802 and 206.5; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expiredexpired (the “Effective Date”). I acknowledge and agree to my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not limited to court costs and attorney’s fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this Release and Waiver. This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a member of the Board of Directors of the Company. Date: SignatureBy: Print Name:XXXX X. XXXXX EXHIBIT B [PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT]

Appears in 1 contract

Samples: Employment Agreement (TorreyPines Therapeutics, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.2 of the Employment Agreement dated October 12, 2009, (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxx X. Xxxxxxxx, a Delaware corporation hereby furnish Pure Bioscience (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Section 4.2 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:XXXXXX X. XXXXXXXX . Exhibit B PURE BIOSCIENCE

Appears in 1 contract

Samples: Employment Agreement (Pure Bioscience)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated as of July 2, 2012 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Kxxxx X. Xxxxxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”)) and, intended to be legally bound hereby, agree as follows. In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Waiver;

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated November 2, 1999, to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, XXXXXXX X. XXXX, M.D., SC.D., hereby furnish AURORA BIOSCIENCES CORPORATION (the Company "Company"), with the following release and waiver ("Release and Waiver"). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and affiliates Benefit Plans, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including my employment Termination Date with respect to any claims relating to my employment with the Company and the termination of that my employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for wrongful termination, breach of the Americans with Disability Actcovenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil CodeCode which reads as follows: "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." I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of any jurisdiction of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old of age upon execution of this; this Release and Waiver: (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: SignatureNovember 2, 1999 By: Print Name:/s/ Xxxxxxx X. Xxxx --------------------------- XXXXXXX X. XXXX, M.D., SC.D.

Appears in 1 contract

Samples: Letter Agreement (Aurora Biosciences Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Amended and Restated Severance and Change in Control Agreement dated August 25, 2011 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc., a Delaware corporation hereby furnish ANADYS PHARMACEUTICALS, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Amended and Restated Severance and Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of against the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated April __, 2006, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.X. X. Xxxxxx, a Delaware corporation hereby furnish DynCorp International Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and affiliates benefit plans, all of their past and present officers, directors, agents, and insurers, in all capacities, including individually (all of which organizations and persons are hereinafter collectively identified as the “Company Parties”), from any and all claims, demands, actions, indemnities, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and or obligations of every whatever kind and nature, in lawwhich I may have had, equity may now have, or may hereafter claim to have through the date this Release and Waiver is executed, whether known or unknown, contingent or otherwise, known at law or in equity, including, without limitation, any claim arising at any time prior to and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or including my employment termination date with respect to any claims relating to my employment with the Company and the termination of that my employment, including all compensation and benefits relating to my employment (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than compensation); any claim of discrimination based on my race, color, religion, sex, national origin, or disability, if any; any claim that the severance payments and benefits Company Parties have violated any federal, state or local statute, regulation, or ordinance with respect to which I ammy employment or the cessation thereof, pursuant to the express provisions including, without limitation, Title VII of the Severance AgreementCivil Rights Act of 1964, entitled 42 U.S.C. § 1981, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, and the ordinances of the County _______ and the City of _________; any claim that the Company Parties have wrongfully terminated my employment or breached any oral, written, express, or implied employment agreement; any claim that the Company Parties have intentionally or negligently inflicted emotional distress, mental anguish or humiliation on me; any claim of the breach of any implied covenant of good faith and fair dealing; any claim of damages, monetary or other personal relief, and/or attorney’s fees in connection with any administrative and/or judicial proceeding initiated by me, by any third party on my termination behalf, or by any governmental authority prior to or following my execution of employmentthis Release and Waiver; any claim of libel, my vested rights under the Company’s Section 401(k) Plan slander and/or defamation of character; any retaliation, “whistleblower,” or public policy claim; and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentother claim of whatever kind not specifically identified in this Release and Waiver; provided, I am waiving all rights and benefits under Section 1542 of the California Civil Codehowever, and any law or legal principle of similar effect in any jurisdiction: “A general that this release does not extend to claims which and will not release the creditor does not know or suspect to exist in his favor at the time Company from any of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment its obligations under the Severance AgreementEmployment Contract or Exhibit A thereof. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney attorney, at my expense, prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have am entitled to revoke my consent to this Release and Waiver within seven (7) days following the execution of this release and waiver Release by delivering written revocation notice to revoke my consent to this release and waiver; ___________ at [Address] and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:If I timely revoke this Release and Waiver after signing it, this Release and Wavier will become null and void and the Company will have no obligation to provide me any of the consideration given for this Release and Waiver.

Appears in 1 contract

Samples: Employment Agreement (DynCorp International Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Change in Control Agreement dated March 3, 2008 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Jxxxx X. Xxxxxx, a Delaware corporation hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of against the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Sections 2.2.3 and 3.1 of the Severance and Change in Control Agreement dated November 20, 2006, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Lxxxxxxx X. Xxxxx, a Delaware corporation Ph.D., hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Severance and Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Waiver

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Sections 3 and 4 of the Severance and Change in Control Agreement dated November 13, 2006, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Jxxxx X. Xxxxxx, a Delaware corporation hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Severance and Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:seven

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration for the end of the severance payments and other employment / termination benefits set forth in my Executive Employment Agreement dated 5/10/2022, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment / termination benefits set forth in Section 6 thereof, Inc.I, a Delaware corporation Xxxxx Xxxxx, hereby furnish TMTG (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver of claims (the Release and WaiverRelease”). For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described above. I hereby generally and completely release the Company and forever discharge the Companyits current and former directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my employment with the Company and Company, or the termination of that employment; (ii) all claims related to my compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claims, tort claimsthe National Labor Relations Act of 1935 (as amended), and wage any similar applicable state laws, and any other federal, state or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay local civil or human rights law or any other form of compensation local, state or federal law, regulation or ordinance, and any public policy, contract, tort, or common law. Notwithstanding the foregoing, the following are not included in the Released Claims (other than the severance payments and benefits “Excluded Claims”): (i) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I amam a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits payable or due to me on account of the end of my employment or my termination under the terms of my Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent me from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent me from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to the express provisions Section 7 of the Severance AgreementNational Labor Relations Act. I further understand this Release does not limit my ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, entitled in connection with my termination of employmentincluding providing documents or other information, my vested rights under without notice to the Company’s Section 401(k) Plan . While this Release does not limit my right to receive an award for information provided to the Securities and Exchange Commission, I understand and agree that, I am otherwise waiving, to the fullest extent permitted by law, any worker’s compensation benefits and all rights I may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, I waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate my existing rights under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund)any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge claims arising under any such plan or agreement after the Effective Date of this Release. In releasing claims unknown to me at present, TMTG EXECUTIVE EMPLOYMENT AGREEMENT (CEO) I acknowledge that I am waiving all rights knowingly and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Chief Executive Officer of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. This Release constitutes the complete, final, and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: 5/10/2022 Signature: /s/ Xxxxx Xxxxx Print Name:: Xxxxx Xxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Digital World Acquisition Corp.)

Release and Waiver of Claims. In consideration of the severance payments payments, benefits, and other consideration to be provided to Executive under Section 3.01(d) of the Severance Agreement, in accordance with Schedule A attached hereto and incorporated by reference herein, which payments, benefits to which I have become entitledand other consideration will be effective on and after the Separation Date, pursuant to that certain letter agreement between Corsair MemoryExecutive, Inc.for the Executive and Executive’s family, a Delaware corporation heirs, executors, administrators, legal representatives, and their respective successors and assigns (the “CompanyRelated Parties”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release releases and forever discharge discharges the Company, and all of its parents (including but not limited to PQ Group Holdings, Inc.), affiliates, subsidiaries, divisions and joint ventures, and their respective officers, directors, employees, agents, employeesparents, stockholders, successorsrepresentatives, employee benefit plans and their successors and assigns and affiliates (collectively, “Company Entity” or “Company Entities”), from all rights, claims, demands, suits, causes of action of any kind or nature whatsoever, known or unknown, in law or in equity the Executive ever had, has or may have or which the Related Parties may have, arising at any time on or before the date hereof, based on or arising out of the Executive’s dealings with any Company Entity, including but not limited to any claims arising out of the Executive’s employment with any Company Entity or the decision to terminate that employment on the Separation Date, including without limitation any claims under the Severance Agreement, or based on any services provided to any Company Entity by the Executive other than pursuant to an employment relationship with any Company Entity. This includes a release of any and all claimsrights, liabilitiesclaims or demands the Executive may have, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity whether known or otherwise, known and unknown, suspected and unsuspectedunder the Age Discrimination in Employment Act (“ADEA”), disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that which prohibits age discrimination in employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under ; Title VII of the Civil Rights Act of 1964, as amendedwhich prohibits discrimination in employment based on race, color, national origin, religion or sex; the California Fair Employment and Housing Equal Pay Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, which prohibits paying men and wage women unequal pay for equal work; or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or under any other form of compensation (other than the severance payments and benefits to which I amfederal, pursuant to the express provisions of the Severance Agreement, entitled in connection with my state or local laws or regulations regarding employment discrimination or termination of employment. This also includes a release by the Executive of any claims for wrongful discharge or discrimination under any statute, my vested rights rule, regulation or under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentcommon law, I am waiving all rights and benefits under Section 1542 of including, without limitation, the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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 debtorXxxxxxxx-Xxxxx Act.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Transition Agreement and General Release and Waiver of Claims (PQ Group Holdings Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4 of the Employment Agreement dated January 6, 2005 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXXX X. XXXXXXX, hereby furnish FAVRILLE, INC., a Delaware corporation (the "Company"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver ("Release and Waiver"). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan ("ADEA"), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto (the "Proprietary Agreement"). Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver and the Proprietary Agreement constitute the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:XXXXXX X. XXXXXXX 2 QuickLinks

Appears in 1 contract

Samples: Employment Agreement (Favrille Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated November 9, 2010 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxx X. Xxxxxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:November 9, 2010 /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair MemoryImmunomedics, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentemployment on this date, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, and discrimination claims based on sex, age, race, national origin, disability or any other basis basis, which could arise under Title VII of the Civil Rights Act of 1964, as amended, ; the California Fair Employment and Housing Act, Equal Pay Act of 1963; the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), ; the Older Workers Benefit Protection Act of 1990; the Americans with Disability With Disabilities Act of 1990; the Genetic Information Nondiscrimination Act of 2008; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; and any other federal, state or local laws, rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise, including, but not limited to, contract claims, tort claims, and wage or benefit claims, including but not limited to, (without limitation) claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of am entitled under the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims that may subsequently arise in connection with the Company’s default in any of its payment obligations under the Severance Agreement or its indemnification obligations to me thereunder, nor does it pertain to any claims which may subsequently arise in connection with the indemnification provisions for Officers and Directors under the Company’s default bylaws, the Directors and Officers Liability Insurance Policy (if any) and any Indemnification Agreement between me and the Company. These indemnification obligations shall (to the maximum extent permitted by law) be extended to me during the period following my resignation or termination of employment for any reason (other than a Termination for Cause), whether or not in connection with a Change in Control, with respect to all matters, events or transactions occurring or effected during my period of employment with the Company. I represent, warrant and agree that I have not filed any lawsuits or arbitrations against the Company or filed or caused to be filed any claims, charges or complaints against the Company in any severance payment obligations administrative, judicial, arbitral or other forum, including any charges or complaints against the Company with any international, federal, state or local agency charged with the enforcement of any law or any self-regulatory organization, and I am not aware of any factual or legal basis for any legitimate claim that the Company is in violation of any whistleblower, corporate compliance, or other regulatory obligation of the Company under international, federal, state or local law, rule or Company policy. I further represent, warrant and agree that if I was ever aware of any such basis for a legitimate claim against the Severance AgreementCompany I informed the Company of the same. Without detracting in any respect from any other provisions of this Release and Waiver, I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver granted herein Waiver does not relate to claims which may arise after this release Release and waiver Waiver is executed, including without limitation any rights or claims that I may have to secure enforcement of the terms and conditions of this Release and Waiver; (b) I have the right Company hereby advises me to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have was informed that I had at least twenty-one (21) days from the date of termination of my employment with the Company in which to review and consider this release Release and waiver Waiver and consult with an attorney regarding the terms and effect of this Release and Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the my execution of this release Release and waiver Waiver to revoke the Release and Waiver by sending my consent revocation in writing to [title] [name] before the end of the seventh day after this release Release and waiverWaiver is executed by me, in which case this Release and Waiver shall be null and void and of no force or effect on either the Company or me; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day revocation period has expired. I understand that nothing in this Release and Waiver shall prevent me (or my attorneys) from (a) commencing an action or proceeding to enforce this Release and Waiver or (b) exercising my right under the Older Workers Benefit Protection Act of 1990 to challenge the validity of my waiver of ADEA claims set forth above. I acknowledge and agree that the terms of [the Proprietary Information & Invention Agreements, insert other agreements], remain in full force and effect. Date: Signature: Print Name:XXXXX X. XXXXXXXXXXXX

Appears in 1 contract

Samples: Immunomedics Inc

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitledset forth in the Change of Control Agreement dated July 14, pursuant to that certain letter agreement 2006, between Corsair Memory, Inc., a Delaware corporation Dot Hill Systems Corp. (the “Company”), ) and myself dated , 20 Hxxxx X. Xxxxx (the Severance AgreementEmployee”), in connection with the termination of my employmentto which this form is attached, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee’s employment termination date with respect to any claims relating to my Employee’s employment with the Company and the termination of that Employee’s employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Federal Americans with Disability ActDisabilities Act (“AD”) or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. Employee also acknowledges that Employee has read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee’s consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the “Effective Date” hereof. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Change of Control Agreement (Dot Hill Systems Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Txxxxx Xxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsexecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). In consideration of the severance payments and other benefits set forth in the Employment Agreement, I agree that after the termination of my employment with the Company I will not disparage the Company or its products, services, agents, representatives, directors, officers, shareholders, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them with any written or oral statement. I also agree that during the severance period set forth in the Employment Agreement I will cooperate from time to time with the Company in providing for the orderly transition of my duties and responsibilities to other individuals, as reasonably requested by the Company and subject to reimbursement by the Company of any costs or expenses incurred by me in providing such cooperation. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Dxxxx X. Xxxxxxxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsexecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect Nothing in any jurisdiction: “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.” This this Release and Waiver does not pertain shall be deemed to require the waiver or release of any claims which claim that may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:released or waived under applicable federal or state law.

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair MemoryPortal Software, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement), in connection with the termination of my employmentemployment on this date, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of am entitled under the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance of its payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this his Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; this (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Portal Software Inc

Release and Waiver of Claims. In consideration of exchange for the severance payments Severance Payments and other benefits to which I have become would not otherwise be entitled, pursuant to that certain letter agreement between Corsair MemoryI hereby furnish StarMedia Network, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company "StarMedia") with the following release and waiver (“Release and Waiver”)waiver. I hereby release release, and forever discharge the CompanyStarMedia, its officers, directors, agents, employees, stockholders, attorneys, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosedundisclosed ("Claims"), arising from or at any time prior to and including the date I sign this Release with respect to any claims relating to my employment and the termination of my employment, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with the Company and my employment with StarMedia or the termination of that employment; claims or demands related to salary, including (without limitation) claims of wrongful dischargebonuses, emotional distresscommissions, defamationstock, fraudstock options, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII ownership interests in StarMedia, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination Act of 1990; the New York Human Rights Law, the California Fair Employment Florida Civil Rights Law as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; emotional distress; and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions breach of the Severance Agreement, entitled in connection with my termination implied covenant of employment, my vested rights under the Company’s Section 401(k) Plan good faith and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)fair dealing. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. [IF OVER 40 YEARS OLD] I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I was already entitled as an executive of the Companyentitled. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver agreement is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver agreement (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company I receive this agreement, in which to consider this release and waiver agreement (although I may choose voluntarily to execute this release and waiver agreement earlier); (d) I have seven (7) days following the execution of this release and waiver agreement to revoke my consent to this release and waiverthe agreement; and (e) this release and waiver agreement shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:Notwithstanding the foregoing, this Release shall not apply to any Claims to enforce (i) any of Company's obligations under the terms or provisions of the Performance and Retention Bonus and Severance Agreement, dated May , 2002, between me and Company, (ii) any of Company's obligation to indemnify me pursuant to any indemnification arrangements for directors and officers as in effect from time to time during my employment or otherwise or (iii) the release executed and delivered to me by Company on the date hereof. EXHIBIT 10.2

Appears in 1 contract

Samples: Retention Bonus and Severance Agreement (Starmedia Network Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Change of Control Agreement dated August 23, 2001, between Dot Hill Systems Corp. (the "Company") and Pxxxxxx Xxxx ("Employee"), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee's employment termination date with respect to any claims relating to my Employee's employment with the Company and the termination of that Employee's employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), the Federal Americans with Disability ActDisabilities Act ("AD") or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. Employee also acknowledges that Employee has read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee's consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the "Effective Date" hereof. Date: SignatureBy: Print Name:Pxxxxxx Xxxx

Appears in 1 contract

Samples: Change of Control Agreement (Dot Hill Systems Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated [_], 200[_]. to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation this form is attached (the “Company”"Employment Agreement"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, Xxxxxxxxx Xxxxxx, hereby furnish NewCardio, Inc. (the Company "Company") with the following release and waiver ("Release and Waiver"). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud. defamation, bonusesemotional distress, commissionsand discharge in violation of public policy; and (5) all federal, stock grantsstate, stock optionsand local statutory claims, vacation payincluding, fringe benefitsbut not limited to, severance pay claims for discrimination, harassment, retaliation, attorneys' fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan ("ADEA"), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (bh) I have the right to should consult with an attorney prior to executing this release Release and waiver Waiver; (although I may choose voluntarily not to do so); and c) if I am over 40 years old upon execution the age of this; forty (c40) I have twenty-one (21) days from on the date of termination of my employment with the Company I am signing this Release and Waiver, 1 have 21 days in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after ! execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment. Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:__________________________ Xxxxxxxxx Xxxxxx

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement Employment Agreement between Corsair Memory, Inc.Mercury Interactive Corporation, a Delaware corporation (the “Company”), and myself dated , 20 2005 (the “Severance Employment Agreement), in connection with the termination of my employmentemployment on this date, I, Xxxxx Xxxxxx, hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments payments, rights, benefits and benefits indemnification to which I am, pursuant to am entitled under the express provisions of the Severance Employment Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance of its payment or indemnification obligations under the Severance Employment Agreement or any obligations which expressly survive the termination of that Agreement. I acknowledge that, among other rights subject to this his Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; this (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:, 20 XXXXX XXXXXX

Appears in 1 contract

Samples: Employment Agreement (Mercury Interactive Corp)

Release and Waiver of Claims. In consideration Employee, on behalf of the severance payments himself or herself and other benefits his or her family, heirs, executors, administrators, legal representatives and assigns (collectively referred to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”in this Release as "Employee"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release unconditionally and forever discharge releases, discharges and waives any and all claims of any nature whatsoever, whether legal, equitable or otherwise, which Employee may have against the CompanyCompanies, its their subsidiaries and affiliates (including, without limitation, their direct and indirect parent companies) and their employees, officers, directors, stockholders, representatives and agents, employeesand any person or entity which may succeed to the rights and liabilities of any such entities or persons by assignment or otherwise (collectively referred to in this Release as the "Companies"), stockholdersarising as a result of events occurring at any time on or before the date of termination of Employee's employment with the Companies (the "Termination Date"), successorsother than claims made with respect to any payments due to Employee pursuant to Section 6(a) of the Retention Agreement. This Release is a release of all claims of any nature whatsoever by Employee against the Companies, assigns other than with respect to any payments due to Employee pursuant to Section 6(a) of the Retention Agreement or any other severance plan or policy in which the Employee participates, and affiliates from includes, other than as herein provided, any and all claims, liabilities, demands, causes of action, costs, expenses, attorney feesobligations, damages, indemnities and obligations of every kind and naturelosses or liabilities, in law, equity whether known or otherwise, known and unknown, suspected both at law and unsuspectedin equity, disclosed and undisclosedincluding those caused by, arising from or relating related to my Employee's employment relationship with the Company and the termination of that Companies, or separation or severance from employment, including (including, without limitation) claims , any and all alleged discrimination or acts of wrongful dischargediscrimination which occurred or may have occurred on or before the Termination Date based upon race, emotional distresscolor, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, racecreed, national origin, age, disability or any other basis under violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, ; the California Fair Employment and Housing Act, Civil Rights Act of 1991; the Federal Age Discrimination in Employment Act of 1967Act, as amended (“ADEA”as further described in Section 2 below), ; the Americans with Disability Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, contract claims, tort claims, as amended ("ERISA"); the Family and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay Medical Leave Act of 1993 ("FMLA"); state workers' compensation laws; or any other form of compensation (other than the severance payments and benefits to which I amfederal, pursuant to the express provisions of the Severance Agreementstate or local laws or regulations regarding employment discrimination, entitled in connection with my employment or termination of employment. This includes claims for wrongful discharge, my vested rights fraud, or misrepresentation under any statute, rule, regulation or under the Company’s Section 401(k) Plan common law. Employee understands and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject knowingly agrees to this Release because it is his or her intent in executing this Release to forever discharge the Companies from any and Waiverall causes of action, I am hereby waiving and releasing any rights I foreseen or unforeseen, that may have under ADEAexisted on or prior to the Termination Date, that this release and waiver is knowing and voluntary, and that the consideration given except for this release and waiver is in addition any payments due to anything of value Employee pursuant to which I was already entitled as an executive Section 6(a) of the CompanyRetention Agreement. I further acknowledge that I have been advisedNotwithstanding anything in this Release to the contrary, as Employee will retain the right, after the Termination Date, to be indemnified from liability to the extent required by the Older Workers Benefit Protection ActCompanies' Charter and By-Laws and applicable law for authorized actions taken in good faith as an employee, that: (a) officer and/or director, of the release and waiver granted herein Companies, as the case may be. Notwithstanding the foregoing, Employee does not relate release, discharge or waive any rights to claims receive any wages due and owing, any benefits in accordance with the provisions of any Company employee benefit plan in which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney Employee participates, reimbursement for Company-related business expenses incurred by Employee on or prior to executing this release the Termination Date and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twentyany conversion rights under a Company-one (21) days from the date of termination of my employment with the Company sponsored group term life insurance plan in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Employee participates.

Appears in 1 contract

Samples: Employment Retention Agreement (Amf Bowling Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated ________________________ , 2008, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxx Xxxxxx, a Delaware corporation MD, hereby furnish NewCardio, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver Waiver; (although I may choose voluntarily not to do so); and c) if I am over 40 years old upon execution the age of this; forty (c40) on the date I am signing this Release and Waiver, I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the “Confidentiality Agreement”). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:_______________________________ Xxxx Xxxxxx, MD, PhD, FACC

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated April __, 2006, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxx X. XxXxxxxxxx, a Delaware corporation hereby furnish DynCorp International Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and affiliates benefit plans, all of their past and present officers, directors, agents, and insurers, in all capacities, including individually (all of which organizations and persons are hereinafter collectively identified as the “Company Parties”), from any and all claims, demands, actions, indemnities, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and or obligations of every whatever kind and nature, in lawwhich I may have had, equity may now have, or may hereafter claim to have through the date this Release and Waiver is executed, whether known or unknown, contingent or otherwise, known at law or in equity, including, without limitation, any claim arising at any time prior to and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or including my employment termination date with respect to any claims relating to my employment with the Company and the termination of that my employment, including all compensation and benefits relating to my employment (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than compensation); any claim of discrimination based on my race, color, religion, sex, national origin, or disability, if any; any claim that the severance payments and benefits Company Parties have violated any federal, state or local statute, regulation, or ordinance with respect to which I ammy employment or the cessation thereof, pursuant to the express provisions including, without limitation, Title VII of the Severance AgreementCivil Rights Act of 1964, entitled 42 U.S.C. § 1981, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, and the ordinances of the County and the City of ; any claim that the Company Parties have wrongfully terminated my employment or breached any oral, written, express, or implied employment agreement; any claim that the Company Parties have intentionally or negligently inflicted emotional distress, mental anguish or humiliation on me; any claim of the breach of any implied covenant of good faith and fair dealing; any claim of damages, monetary or other personal relief, and/or attorney’s fees in connection with any administrative and/or judicial proceeding initiated by me, by any third party on my termination behalf, or by any governmental authority prior to or following my execution of employmentthis Release and Waiver; any claim of libel, my vested rights under the Company’s Section 401(k) Plan slander and/or defamation of character; any retaliation, “whistleblower,” or public policy claim; and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentother claim of whatever kind not specifically identified in this Release and Waiver; provided, I am waiving all rights and benefits under Section 1542 of the California Civil Codehowever, and any law or legal principle of similar effect in any jurisdiction: “A general that this release does not extend to claims which and will not release the creditor does not know or suspect to exist in his favor at the time Company from any of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment its obligations under the Severance AgreementEmployment Contract or Exhibit A thereof. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney attorney, at my expense, prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have am entitled to revoke my consent to this Release and Waiver within seven (7) days following the execution of this release and waiver Release by delivering written revocation notice to revoke my consent to this release and waiver; at [Address] and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:If I timely revoke this Release and Waiver after signing it, this Release and Wavier will become null and void and the Company will have no obligation to provide me any of the consideration given for this Release and Waiver.

Appears in 1 contract

Samples: Employment Agreement (DynCorp International LLC)

Release and Waiver of Claims. In I elect to receive the benefits specified under Section 3 of this Agreement and understand that the benefits are being paid in consideration for my release and waiver of claims as set forth below. I understand that, as provided in the Older Workers Benefit Protection Act of 1990, I have the right to consult with an attorney before signing this Agreement, that I have a period of up to at least 21 calendar days in which to consider this Agreement, that I may revoke this Agreement within seven calendar days after signing it and that this Agreement is not effective or enforceable until expiration of that seven-day period. I understand that there are various local, state and federal laws that govern any employment relationship with the Company, including but not limited to laws that prohibit discrimination on the basis of age, color, race, gender, sexual orientation, marital status, national origin, mental or physical disability, religious affiliation or veteran status. Such laws include, but are not limited to, Title VII of the severance payments and other benefits to which I have become entitledCivil Rights Act of 1964, pursuant to that certain letter agreement between Corsair Memorythe Age Discrimination in Employment Act, Inc., a Delaware corporation (the “Company”)Americans with Disabilities Act, and myself dated the California Fair Employment and Housing Act. By signing this Agreement, 20 (the “Severance Agreement”), in connection I intend to give up any rights I may have under these or any other laws with respect to my employment and to the termination of my employment, I, , hereby furnish the Company employment with the following release and waiver (“Release and Waiver”)Company. I hereby release and forever discharge agree that the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from benefits set forth in Section 3 are in full satisfaction of any and all claims, liabilities, demands, demands or causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity known or otherwise, known and unknown, suspected that I and unsuspectedmy heirs, disclosed successors and undisclosedassigns ever had, arising from now have or relating may claim to my employment with have had against the Company and or any parents, subsidiaries, directors, officers, employees or agents of the termination Company, as of that the date of this Agreement, excepting claims for vested benefits based on my employment, claims for workers’ compensation insurance or unemployment insurance benefits. Any such claims whether for discrimination, including (without limitation) but not limited to claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act, the Americans with Disabilities Act, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salarywrongful termination, bonusesbreach of contract, commissionsbreach of public policy, stock grants, stock options, vacation pay, fringe benefits, severance pay physical or mental harm or distress or any other form of compensation (other than claims, are hereby released and I agree and promise that I will not file any lawsuit or administrative complaint asserting any such claims, with the severance payments and benefits to which exception that I amunderstand that nothing in this Agreement prohibits me from filing a charge or complaint, pursuant including a challenge to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution validity of this release and waiver to revoke my consent to this release and waiver; and of claims, with the Equal Opportunity Employment Commission (e“EEOC”) this release and waiver shall not be effective until or participating in any investigation or proceeding conducted by the seven (7)-day revocation period has expired. Date: Signature: Print Name:EEOC.

Appears in 1 contract

Samples: Agreement and Release of Claims (Atheros Communications Inc)

Release and Waiver of Claims. In consideration of the severance payments benefits and other benefits to which I have become entitledmutual agreements set forth in the Employment Agreement, pursuant to that certain letter agreement between Corsair Memoryeffective as of August 23, Inc., a Delaware corporation 2006 (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentbetween GSI Commerce, IInc, (“Employer”) and Xxxxxxx Xxxxx (“Executive”), hereby furnish the Company with to which this form is attached, Executive, intending to be legally bound, agrees to the following release and waiver (“Release and Waiver”). I ): In exchange for the consideration provided to Executive by the Agreement that Executive is not otherwise entitled to receive and the other commitments of Employer in the Agreement, Executive and his heirs, representatives, agents and attorneys hereby release generally and forever discharge the Companycompletely releases Employer and its directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to Executive signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my Executive’s employment with the Company and Employer or the termination of that employment; (2) all claims related to Executive’s compensation or benefits from Employer, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in Employer; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the Pennsylvania Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this general release specifically excludes any and all claims that Executive may have in regard to (a) any ongoing severance pay or employment obligations of Employer to Executive under the Agreement or any other form written agreement or arrangement between Employer and Executive, including any bonus plan, benefit plan and other agreement or arrangement, (b) any ongoing obligations of compensation Employer to Executive under any written stock option agreement, restricted stock award agreement, restricted stock unit award agreement or other equity award agreement evidencing an option or other equity award granted or awarded by Employer to Executive, (other than the severance payments and benefits c) any indemnification obligations of Employer to which I amExecutive as a former director, officer and/or employee of Employer or any of its subsidiaries pursuant to the express provisions Employer’s certificate of the Severance Agreementincorporation or bylaws or any indemnification or other written agreement, entitled in connection with my termination of employment, my vested (d) any rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits Executive may have under any Company workers’ compensation directors and officers liability insurance policy or fund)of Employer, and (e) any rights Executive may have arising by virtue of his status as a stockholder of Employer. In releasing claims unknown to me at present, I am waiving all rights Executive also acknowledges that he has read and benefits under understands Section 1542 of the California Pennsylvania Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Executive hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which he may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementhave against Employer. I acknowledge Executive acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby he is waiving and releasing any rights I he may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I he was already entitled as an executive of the CompanyEmployer. I Executive further acknowledge acknowledges that I have he has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to he should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have he has twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I he may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have he has seven (7) days following the execution of this release Release and waiver Waiver to revoke my his consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after he executes this Release and Waiver and the revocation period has expiredexpired (the “Effective Date”). This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between Employer and Executive with regard to the subject matter hereof. Executive is not relying on any promise or representation by Employer that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both Executive and a duly authorized officer of Employer. Date: Signature________________ By: Print Name:XXXXXXX X. XXXXX

Appears in 1 contract

Samples: Employment Agreement (Gsi Commerce Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to set forth in that certain letter agreement between Corsair Memorydated December 5, Inc.2006 (the “Letter Agreement”), a Delaware corporation to which this form is attached, I, Xxxxxx X. Xxxxxx, hereby furnish Xxxxxxxxx Xxxxx Holding, Inc. and its subsidiaries and affiliates (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Letter Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Xxxxxx is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Charlotte Russe Holding Inc

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Amended and Restated Severance and Change in Control Agreement dated February 6, 2011 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxxxxx, a Delaware corporation Ph.D., hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Amended and Restated Severance and Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of against the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated as of July 2, 2012 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Txxxxx X. Xxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”)) and, intended to be legally bound hereby, agree as follows. In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect Nothing in any jurisdiction: “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.” This this Release and Waiver does not pertain shall be deemed to require the waiver or release of any claims which claim that may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:released or waived under applicable federal or state law.

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.4 of the Employment Agreement dated May 27, 2004 (the "Employment Agreement"), to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, David R. Butler, hereby furnish furxxxx XXX Xxxxxxons, Inc. (the Company "Company"), with the following release and waiver ("Release and Waiver”). "): In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ("ADEA"), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver shall not apply to (i) any other form of compensation (other than the severance payments and benefits claims I have to which I am, pursuant to the express provisions payment of the Severance Agreement, entitled consideration provided to me in connection with my termination of employment, my vested rights exchange for this Release and Waiver or (ii) any claims I have to indemnification under the Company’s Section 401(k) Plan 's articles of incorporation or bylaws, applicable law or individual agreement. I also acknowledge that I have read and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expiredexpired (the "Effective Date"). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement as Exhibit B. Pursuant to the Proprietary Information and Inventions Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not limited to court costs and attorney's fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this Release and Waiver. This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a member of the Board of Directors of the Company (other than myself). Date: Signature__________________ By: Print Name:/s/ DAVID R. BUTLER ------------------------------- DAVID R. BUTLER

Appears in 1 contract

Samples: Employment Agreement (Tci Solutions Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Retention Bonus Agreement dated March 31, 2009, 2009 (the “Agreement”) to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx Xxxx hereby furnish ENTROPIC COMMUNICATIONS, a Delaware corporation INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Retention Bonus Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired. I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:XXXXX XXXX

Appears in 1 contract

Samples: Retention Bonus Agreement (Entropic Communications Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair MemoryPortal Software, Inc., a Delaware corporation (the “Company”), and myself dated , 20 2005 (the “Severance Agreement), in connection with the termination of my employmentemployment on this date, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments payments, benefits and benefits indemnification to which I am, pursuant to the express provisions of am entitled under the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance of its payment or indemnification obligations under the Severance AgreementAgreement and does not release or otherwise pertain to any of my rights under any vested stock option or other vested stock award outstanding at the time of my termination of employment, any rights and benefits under any Internal Revenue Code Section 401(k) Plan or other deferred compensation program in which I have a vested outstanding balance at such time or any claims I may have for workers’ compensation benefits under any of the Company’s workers’ compensation insurance policy or fund. I acknowledge that, among other rights subject to this his Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; this (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:EXECUTIVE EXHIBIT B COMPETING BUSINESSES

Appears in 1 contract

Samples: Agreement (Portal Software Inc)

Release and Waiver of Claims. In consideration for the end of employment / termination benefits set forth in the severance payments and other benefits Executive Employment Agreement, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment / termination benefits set forth in Section 6 thereof, Inc.among other things, a Delaware corporation Xxxxxxx Xxxxxx (the “Executive” or “I”) and DraftKings, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , ) hereby furnish the Company with enter into the following release and waiver of claims (the Release and WaiverRelease”). I For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby generally and completely release and forever discharge the Company, its affiliates, and its and their current and former directors, officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, family and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my the Executive’s employment with the Company and Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claimsthe National Labor Relations Act of 1935 (as amended), tort claimsChapter 151B of the Massachusetts General Laws, and wage or benefit claimsany similar applicable state laws, including but not limited tothose of the Commonwealth of Massachusetts and any other federal, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay state or local civil or human rights law or any other form of compensation (other than the severance payments local, state or federal law, regulation or ordinance, and benefits to which I amany public policy, contract, tort, or common law. Released Claims specifically includes, without limitation, claims pursuant to the express provisions Massachusetts Wage Act and State Overtime Law, M.G.L. c. 149 §§ 148, 150 et seq. and M.G.L. c 151, §1A et seq, as amended. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws, or operating agreements of the Severance AgreementCompany, entitled in connection with my or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits payable or due to the Executive on account of the end of the Executive’s employment or the Executive’s termination of employment, my vested rights under the terms of the Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s Section 401(k) Plan right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any workerand all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s compensation benefits existing rights under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund). In releasing claims unknown any plan or agreement related to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect equity ownership in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, that I am hereby knowingly and voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Chief Executive Officer of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). Date: Signature: Print Name:I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. The Executive agrees that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Released Parties or their vendors, products or services, business, technologies, market position or performance. The Company (including its subsidiaries and affiliates) will not make, and agrees to use commercially reasonable efforts to cause the executive officers and board of directors of the Company to refrain from making, any negative or disparaging statements or comments, either as fact or as opinion, about the Executive (or authorizing any statements or comments to be reported as being attributed to the Company). Nothing in this paragraph shall prohibit the Executive or the Company from providing truthful information in response to a subpoena or other legal process. In addition, nothing in the Release shall apply to any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934).

Appears in 1 contract

Samples: Executive Employment Agreement (DraftKings Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement made effective as of ___ , ___ (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.___________________, a Delaware corporation hereby furnish Document Security Systems, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (this Release and WaiverRelease”). Any capitalized term used but not defined in this Release will have the meaning ascribed to such term in the Employment Agreement. In exchange for the consideration provided to me by Section 2 of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits Affiliates and their respective directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholdersrepresentatives, successorsinsurers, predecessors, successors and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to my signing this Release, except claims that the law does not permit me to waive by signing this Release. This general release includes, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all foreign, disability federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990, the Federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (“ADEA”), the Americans California Fair Employment and Housing Act or any comparable Canadian statute. Notwithstanding the foregoing, nothing in this Release shall constitute a release by me of any claims or damages based on any right I may have to enforce the Company’s executory obligations under the Employment Agreement, or my eligibility for indemnification under applicable law, Company governance documents or under any applicable insurance policy with Disability Actrespect to my liability as an employee or officer of the Company, contract claims, tort claims, and wage or benefit claims, my rights pursuant to my stock awards (including but not limited to, claims for salary, bonuses, commissions, stock grants, any stock options, vacation pay, fringe benefits, severance pay restricted stock or any other form of compensation (other than the severance payments and benefits awards granted to which I am, me by Parent) pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementtheir terms. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver Release is knowing and voluntary, and that the consideration given for this release and waiver Release is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release and waiver Release is executed; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisRelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver Release (although I may choose voluntarily to execute this release and waiver Release earlier); (d) I have seven (7) days following the execution of this release and waiver Release to revoke my consent to this release and waiverRelease; and (e) this release and waiver Release shall not be effective until the seven (7)-day 7) day revocation period has expired. I acknowledge my continuing obligations under my Employment Agreement with the Company. Pursuant to my Employment Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company or its Affiliates and I must promptly return all property and documents (including all embodiments of proprietary information) of the Company and its Affiliates and all copies thereof in my possession or control. I understand and agree that my right to the payments I am receiving in exchange for my agreement to the terms of this Release is contingent upon my continued compliance with my Employment Agreement. This Release covers both claims that I know about or suspect, as well as those I do not know about or suspect. I expressly waive all rights afforded by any statute that limits the effect of a release with respect to unknown and unsuspected claims, including, without limitation, § 1542 of the Civil Code of the State of California, and any other similar foreign, state, provincial or local laws, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” This Release constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by or on behalf of the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:[NAME OF EMPLOYEE]

Appears in 1 contract

Samples: Employment Agreement (Document Security Systems Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitledset forth in the Change in Control Agreement dated October 10, pursuant to that certain letter agreement 2006, between Corsair MemorySenomyx, Inc., a Delaware corporation Inc. (the “Company”), ) and myself dated , 20 Xxxx X. Xxxxxx (the Severance AgreementEmployee”), in connection with the termination of my employmentto which this form is attached, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee’s employment termination date with respect to any claims relating to my Employee’s employment with the Company and the termination of that Employee’s employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Federal Americans with Disability ActDisabilities Act or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation compensation. Notwithstanding the above, this Release and Waiver does not release any claims Employee may have (other than the severance payments and benefits to which I am, i) for indemnification pursuant to and in accordance with the express provisions applicable statutes and the applicable terms of the Severance Agreementcharters, entitled articles of incorporation or bylaws of the Company or under any indemnification agreements or insurance coverage, (ii) in connection with my termination of employment, my vested rights pension and retirement benefits under the Company’s Section 401(kterms of qualified employee pension benefit plans, (iii) Plan for accrued benefits under the terms of applicable employment agreements or employee benefit plans, and (iv) for any claims under any state Workers’ Compensation laws and any worker’s compensation state unemployment benefits under any Company workers’ compensation insurance policy or fund)laws. In releasing claims unknown to me at present, I am waiving all rights Employee also acknowledges that Employee has read and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee’s consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the “Effective Date” hereof. Date: SignatureBy: Print Name:Xxxx X. Xxxxxx, Ph.D.

Appears in 1 contract

Samples: Change in Control Agreement (Senomyx Inc)

Release and Waiver of Claims. In consideration for the end of employment / termination benefits set forth in the severance payments and other benefits Executive Employment Agreement, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment / termination benefits set forth in Section 6 thereof, Inc.among other things, a Delaware corporation Xxxxx Xxxxxx (the “Executive” or “I”) and DraftKings, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , ) hereby furnish the Company with enter into the following release and waiver of claims (the Release and WaiverRelease”). I For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby generally and completely release and forever discharge the Company, its affiliates, and its and their current and former directors, officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, family and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my the Executive’s employment with the Company and Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claimsthe National Labor Relations Act of 1935 (as amended), tort claimsChapter 151B of the Massachusetts General Laws, and wage or benefit claimsany similar applicable state laws, including but not limited tothose of the Commonwealth of Massachusetts and any other federal, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay state or local civil or human rights law or any other form of compensation (other than the severance payments local, state or federal law, regulation or ordinance, and benefits to which I amany public policy, contract, tort, or common law. Released Claims specifically includes, without limitation, claims pursuant to the express provisions Massachusetts Wage Act and State Overtime Law, M.G.L. c. 149 §§ 148, 150 et seq. and M.G.L. c 151, §1A et seq, as amended. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws, or operating agreements of the Severance AgreementCompany, entitled in connection with my or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits payable or due to the Executive on account of the end of the Executive’s employment or the Executive’s termination of employment, my vested rights under the terms of the Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s Section 401(k) Plan right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any workerand all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s compensation benefits existing rights under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund). In releasing claims unknown any plan or agreement related to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect equity ownership in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, that I am hereby knowingly and voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Board of Directors of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). Date: Signature: Print Name:I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. The Executive agrees that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Released Parties or their vendors, products or services, business, technologies, market position or performance. The Company (including its subsidiaries and affiliates) will not make, and agrees to use commercially reasonable efforts to cause the executive officers and board of directors of the Company to refrain from making, any negative or disparaging statements or comments, either as fact or as opinion, about the Executive (or authorizing any statements or comments to be reported as being attributed to the Company). Nothing in this paragraph shall prohibit the Executive or the Company from providing truthful information in response to a subpoena or other legal process. In addition, nothing in the Release shall apply to any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934).

Appears in 1 contract

Samples: Executive Employment Agreement (DraftKings Inc.)

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Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4 of the Employment Agreement dated December 29, 2008, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxxxx X. Xxxxxxxxxxxx, a Delaware corporation Ph.D., hereby furnish Regulus Therapeutics LLC (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired. I acknowledge my continuing obligations under my Employee Confidentiality and Inventions Assignment Agreement a copy of which is attached hereto (the “CIAA”). Pursuant to the CIAA, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my CIAA. This Release and Waiver, including the CIAA, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:XXXXXXXXX X. XXXXXXXXXXXX

Appears in 1 contract

Samples: Employment Agreement (Isis Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated April , 2006, to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, Xxxxxx X. Xxxxxxxxxx, hereby furnish DynCorp International Inc. (the Company "Company"), with the following release and waiver ("Release and Waiver"). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and affiliates benefit plans, all of their past and present officers, directors, agents, and insurers, in all capacities, including individually (all of which organizations and persons are hereinafter collectively identified as the "Company Parties"), from any and all claims, demands, actions, indemnities, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and or obligations of every whatever kind and nature, in lawwhich I may have had, equity may now have, or may hereafter claim to have through the date this Release and Waiver is executed, whether known or unknown, contingent or otherwise, known at law or in equity, including, without limitation, any claim arising at any time prior to and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or including my employment termination date with respect to any claims relating to my employment with the Company and the termination of that my employment, including all compensation and benefits relating to my employment (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than compensation); any claim of discrimination based on my race, color, religion, sex, national origin, or disability, if any; any claim that the severance payments and benefits Company Parties have violated any federal, state or local statute, regulation, or ordinance with respect to which I ammy employment or the cessation thereof, pursuant to the express provisions including, without limitation, Title VII of the Severance AgreementCivil Rights Act of 1964, entitled 42 U.S.C. § 1981, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, and the ordinances of the County and the City of ; any claim that the Company Parties have wrongfully terminated my employment or breached any oral, written, express, or implied employment agreement; any claim that the Company Parties have intentionally or negligently inflicted emotional distress, mental anguish or humiliation on me; any claim of the breach of any implied covenant of good faith and fair dealing; any claim of damages, monetary or other personal relief, and/or attorney's fees in connection with any administrative and/or judicial proceeding initiated by me, by any third party on my termination behalf, or by any governmental authority prior to or following my execution of employmentthis Release and Waiver; any claim of libel, my vested rights under the Company’s Section 401(k) Plan slander and/or defamation of character; any retaliation, "whistleblower," or public policy claim; and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentother claim of whatever kind not specifically identified in this Release and Waiver; provided, I am waiving all rights and benefits under Section 1542 of the California Civil Codehowever, and any law or legal principle of similar effect in any jurisdiction: “A general that this release does not extend to claims which and will not release the creditor does not know or suspect to exist in his favor at the time Company from any of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment its obligations under the Severance AgreementEmployment Contract or Exhibit A thereof. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive Executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney attorney, at my expense, prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have am entitled to revoke my consent to this Release and Waiver within seven (7) days following the execution of this release and waiver Release by delivering written revocation notice to revoke my consent to this release and waiver; at [Address] and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:If I timely revoke this Release and Waiver after signing it, this Release and Wavier will become null and void and the Company will have no obligation to provide me any of the consideration given for this Release and Waiver.

Appears in 1 contract

Samples: Employment Agreement (Dyncorp International Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Amended and Restated Employment Agreement dated December 22, 2008 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXXXXXX X. XXXXXX, a Delaware corporation M.D., ESQ., hereby furnish GENOPTIX, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Release and

Appears in 1 contract

Samples: Executive Employment Agreement (Genoptix Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section of the Amended and Restated Employment Agreement dated , 2010, (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxxxxx, a Delaware corporation hereby furnish Horizon Pharma, Inc. and Horizon Pharma USA, Inc. (together the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Sections of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated , 2008. Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated , 2008, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:Xxxxxxx X. Xxxxxxx

Appears in 1 contract

Samples: Executive (Horizon Pharma, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Kxxxx X. Xxxxxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsexecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). In consideration of the severance payments and other benefits set forth in the Employment Agreement, I agree that after the termination of my employment with the Company I will not disparage the Company or its products, services, agents, representatives, directors, officers, shareholders, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them with any written or oral statement. I also agree that during the severance period set forth in the Employment Agreement I will cooperate from time to time with the Company in providing for the orderly transition of my duties and responsibilities to other individuals, as reasonably requested by the Company and subject to reimbursement by the Company of any costs or expenses incurred by me in providing such cooperation. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 2.1(d)(iii) of the Employment Agreement dated (Month) 2002, to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, , hereby furnish Tier Technologies, Inc (“the Company Company”), with the following release and waiver (the “Release and Waiver”). I hereby release release, and forever discharge the CompanyCompanies, its officers, directors, agents, employees, stockholders, successors, assigns assigns, affiliates, parent, subsidiaries, and affiliates benefit plans, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including my employment termination date with respect to any claims, including but not limited to those claims relating to my employment with the Company and the termination of that my employment; including but not limited to, claims pursuant to any federal, state or local law relating to employment, including (without limitation) claims of wrongful dischargeincluding, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sexunder any local statute governing discrimination, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or claims for wrongful termination, breach of the Americans with Disability Actcovenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil CodeCode or any comparable statute under any other state, and any law or legal principle of similar effect in any jurisdictionwhich reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance AgreementCompanies. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive employee of the CompanyCompanies. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old of age upon execution of this; this Release and Waiver: (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: SignatureBy: Print Name:: EXHIBIT C NONDISCLOSURE and PROPRIETARY/CONFIDENTIAL INFORMATION/ NON-COMPETITION AGREEMENT

Appears in 1 contract

Samples: Employment Agreement (Tier Technologies Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated as of February 28, 2017 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Rxxxxx X. Xxxx, a Delaware corporation M.D., hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”)) and, intended to be legally bound hereby, agree as follows. In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, to the maximum extent permitted by law, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under the ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day seven-day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have 45 days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). In consideration of the severance payments and other benefits set forth in the Employment Agreement, I agree that after the termination of my employment with the Company I will not disparage the Company or its products, services, agents, representatives, directors, officers, shareholders, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them with any written or oral statement. Likewise, I understand that the Company will disparage me in any way. I understand that nothing in the Release and Waiver shall be interpreted as limiting or impeding my rights under applicable federal or state laws, without notice to or approval by the Company, to communicate with any governmental, agency or commission, regarding possible violations of law or regulations. I also agree that during the severance period set forth in the Employment Agreement I will cooperate from time to time with the Company in providing for the orderly transition of my duties and responsibilities to other individuals, as reasonably requested by the Company and subject to reimbursement by the Company of any costs or expenses incurred by me in providing such cooperation. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:______________, 20__ /s/ Rxxxxx X. Xxxx, M.D.

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated November 9, 2010 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:November 9, 2010 /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitledset forth in the Amended and Restated Change in Control Agreement dated December , pursuant to that certain letter agreement 2008, between Corsair MemorySenomyx, Inc., a Delaware corporation Inc. (the “Company”), ) and myself dated , 20 (the Severance AgreementEmployee”), in connection with the termination of my employmentto which this form is attached, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee’s employment termination date with respect to any claims relating to my Employee’s employment with the Company and the termination of that Employee’s employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Federal Americans with Disability ActDisabilities Act or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation compensation. Notwithstanding the above, this Release and Waiver does not release any claims Employee may have (other than the severance payments and benefits to which I am, i) for indemnification pursuant to and in accordance with the express provisions applicable statutes and the applicable terms of the Severance Agreementcharters, entitled articles of incorporation or bylaws of the Company or under any indemnification agreements or insurance coverage, (ii) in connection with my termination of employment, my vested rights pension and retirement benefits under the Company’s Section 401(kterms of qualified employee pension benefit plans, (iii) Plan for accrued benefits under the terms of applicable employment agreements or employee benefit plans, and (iv) for any claims under any state Workers’ Compensation laws and any worker’s compensation state unemployment benefits under any Company workers’ compensation insurance policy or fund)laws. In releasing claims unknown to me at present, I am waiving all rights Employee also acknowledges that Employee has read and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee’s consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the “Effective Date” hereof. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Change in Control Agreement (Senomyx Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 3.4 of the Employment Agreement dated December 27, 2005, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Xxx Xxxxxxxxx hereby furnish Who’s Your Daddy, Inc. (formerly Snocone Systems Inc., a Delaware corporation ) (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for (and conditioned on receipt be me of) the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, (as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundamended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-twenty one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver shall Waiver will not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver, including my Proprietary Information and Inventions Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. S A M P L E ONLY Date: Signature: Print Name:______________________________ ______________________________ Xxx Xxxxxxxxx EXHIBIT B Proprietary Information and Inventions Agreement

Appears in 1 contract

Samples: Employment Agreement (Whos Your Daddy Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Executive Employment Agreement dated November 9, 2010 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx X. Xxxxxxxxx, a Delaware corporation hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown Nothing in this Release and Waiver shall be deemed to me at present, require the waiver or release of any claim that may not be released or waived under applicable federal or state law. I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:November 9, 2010 /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Adamis Pharmaceuticals Corp)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Change in Control Agreement dated March 3, 2008 to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Exxxxxxxx X. Xxxx, a Delaware corporation hereby furnish Anadys Pharmaceuticals, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Change in Control Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities liabilities and obligations of every kind (excluding indemnification obligations and nature, in law, equity or otherwise, rights under the Company’s directors and officers insurance policies) both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of against the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:.

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Anadys Pharmaceuticals Inc)

Release and Waiver of Claims. In consideration of exchange for the severance payments and other benefits to which I have become would not otherwise be entitled, pursuant to that certain letter agreement between Corsair MemoryI hereby furnish Global Cash Access Holdings, Inc., a Delaware corporation Global Cash Access, Inc. and each of their respective subsidiaries and affiliates (collectively, the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”)waiver. I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, attorneys, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys fees, damages, indemnities and obligations of every kind kid and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including the date I sign this Release with respect to any claims relating to my employment and the termination of my employment, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company and or the termination of that employment; claims or demands related to salary, including (without limitation) bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination Act of 1990; the Delaware Fair Employment Practices Act, as amended; tort law; contract law; wrongful discharge, ; discrimination; harassment; fraud; emotional distress, defamation, fraud, breach of contract, ; and breach of the implied covenant of good faith and fair dealing, discrimination provided, however, that this Release shall not apply to claims based on sexor causes of action for defamation, agelibel, race, national origin, disability or any other basis under Title VII invasion of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)privacy. In releasing claims unknown to me at presentgranting the releases herein, I acknowledge that I understand that I am waiving any and all rights and benefits under conferred by the provisions of Section 1542 of the Civil Code of the State of California Civil Code, and any similar provision of law of any other state or legal principle territory of similar effect in any jurisdictionthe United States or other jurisdiction to the following effect: “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.” This Release I hereby expressly waive and Waiver does not pertain to relinquish all rights and benefits under that section and any claims which may subsequently arise in connection with the Company’s default law or legal principle of similar effect in any severance payment obligations under jurisdiction with respect to the Severance Agreementrelease of unknown and unsuspected claims granted in this Release. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I was already entitled as an executive of the Companyentitled. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver Release is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although Release(although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company I receive this Release, in which to consider this release and waiver Release (although I may choose voluntarily to execute this release and waiver Release earlier); (d) I have seven (7) days following the execution of this release and waiver Release to revoke my consent to this release and waiverthe Release; and (e) this release and waiver Release shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Employment Agreement (Global Cash Access Holdings, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitledset forth in the Change in Control Agreement dated October 10, pursuant to that certain letter agreement 2006, between Corsair MemorySenomyx, Inc., a Delaware corporation Inc. (the “Company”)) and Nigel X. X. Xxxxxx, and myself dated , 20 Ph.D. (the Severance AgreementEmployee”), in connection with the termination of my employmentto which this form is attached, I, , Employee hereby furnish furnishes the Company with the following release and waiver (“Release and Waiver”)waiver. I Employee hereby release releases, and forever discharge discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including Employee’s employment termination date with respect to any claims relating to my Employee’s employment with the Company and the termination of that Employee’s employment, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment, defamationincluding, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Federal Americans with Disability ActDisabilities Act or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation compensation. Notwithstanding the above, this Release and Waiver does not release any claims Employee may have (other than the severance payments and benefits to which I am, i) for indemnification pursuant to and in accordance with the express provisions applicable statutes and the applicable terms of the Severance Agreementcharters, entitled articles of incorporation or bylaws of the Company or under any indemnification agreements or insurance coverage, (ii) in connection with my termination of employment, my vested rights pension and retirement benefits under the Company’s Section 401(kterms of qualified employee pension benefit plans, (iii) Plan for accrued benefits under the terms of applicable employment agreements or employee benefit plans, and (iv) for any claims under any state Workers’ Compensation laws and any worker’s compensation state unemployment benefits under any Company workers’ compensation insurance policy or fund)laws. In releasing claims unknown to me at present, I am waiving all rights Employee also acknowledges that Employee has read and benefits under understood Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Employee hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which Employee may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge Employee acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby Employee is waiving and releasing any rights I Employee may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I Employee was already entitled as an executive employee of the Company. I Employee further acknowledge acknowledges that I have Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have Employee has the right to consult with an attorney prior to executing this release and waiver (although I Employee may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have if on the date of execution of this release and waiver Employee is age 40 or older, then (I) Employee has twenty-one (21) days from the date of termination of my employment with the Company Employee receives this release and waiver, in which to consider this release and waiver (although I Employee may choose voluntarily to execute this release and waiver earlier); and (dII) I have Employee has seven (7) days following the execution of this release and waiver to revoke my Employee’s consent to this release and waiver. This release and waiver shall be effective as of the date of execution hereof; provided that if on the date of execution of this release and (e) waiver Employee is age 40 or older, then this release and waiver shall not be effective until the foregoing seven (7)-day 7) day revocation period has expired. The date as of which this release and waiver is effective as aforesaid shall be deemed the “Effective Date” hereof. Date: SignatureBy: Print Name:Nigel X. X. Xxxxxx, Ph.D.

Appears in 1 contract

Samples: Change in Control Agreement (Senomyx Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.5 of the Employment Agreement dated June 8, 2010 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Cxxxx Xxxxxxx, a Delaware corporation hereby furnish Novadel Pharma, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company, except to the extent that such claims cannot be released pursuant to the New Jersey Labor Code; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 and the federal Age Discrimination in Employment Act of 1967 (as amended) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund(“ADEA”). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expiredexpired unexercised (the “Effective Date”). I acknowledge and agree to my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not limited to court costs and attorney’s fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this Release and Waiver. This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a member of the Board of Directors of the Company. Date: SignatureBy: Print Name:Cxxxx Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Novadel Pharma Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 7(c) of the Employment Agreement dated October 26, 2004 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxx X. Xxxxx hereby furnish BioLase Technology, a Delaware corporation Inc. (the “Company), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (( “Release and Waiver). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the 1964 Civil Rights Act of 1964Act, as amended, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Equal Pay Act of 19671963, as amended, the provisions of the California Labor Code, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (“ADEAERISA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of state, federal, or local laws and regulations relating to employment and/or employment discrimination. The only exceptions are claims I may have for unemployment compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)compensation. In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. DateI acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement as Exhibit B. Nothing contained in this Release and Waiver shall be deemed to modify, amend or supersede the obligations set forth in that agreement. I understand and agree that my right to the Severance Payments I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver, including Exhibit B to the Employment Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. I agree that for a period of ten (10) years after my employment with the Company ceases, I will not, in any communication with any person or entity, including any actual or potential customer, client, investor, vendor, or business partner of the Company, or any third party media outlet, make any derogatory or disparaging or critical negative statements – orally, written or otherwise – against the Company, or against any of the Company’s directors, officers, agents, employees, contractors. Dated: Signature: Print Name:Xxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Biolase Technology Inc)

Release and Waiver of Claims. In consideration of exchange for the severance payments Severance Payments and other benefits to which I have become would not otherwise be entitled, pursuant to that certain letter agreement between Corsair MemoryI hereby furnish StarMedia Network, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company "StarMedia") with the following release and waiver (“Release and Waiver”)waiver. I hereby release release, and forever discharge the CompanyStarMedia, its officers, directors, agents, employees, stockholders, attorneys, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosedundisclosed ("Claims"), arising from or at any time prior to and including the date I sign this Release with respect to any claims relating to my employment and the termination of my employment, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with the Company and my employment with StarMedia or the termination of that employment; claims or demands related to salary, including (without limitation) claims of wrongful dischargebonuses, emotional distresscommissions, defamationstock, fraudstock options, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII ownership interests in StarMedia, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination Act of 1990; the New York Human Rights Law, the California Fair Employment Florida Civil Rights Law as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; emotional distress; and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions breach of the Severance Agreement, entitled in connection with my termination implied covenant of employment, my vested rights under the Company’s Section 401(k) Plan good faith and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)fair dealing. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. [IF OVER 40 YEARS OLD] I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I was already entitled as an executive of the Companyentitled. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver agreement is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver agreement (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company I receive this agreement, in which to consider this release and waiver agreement (although I may choose voluntarily to execute this release and waiver agreement earlier); (d) I have seven (7) days following the execution of this release and waiver agreement to revoke my consent to this release and waiverthe agreement; and (e) this release and waiver agreement shall not be effective until the seven (7)-day 7) day revocation period has expired. Date: Signature: Print Name:Notwithstanding the foregoing, this Release shall not apply to any Claims to enforce (i) any of Company's obligations under the terms or provisions of the Performance and Retention Bonus and Severance Agreement, dated May , 2002, between me and Company, (ii) any of Company's obligation to indemnify me pursuant to any indemnification arrangements for directors and officers as in effect from time to time during my employment or otherwise or (iii) the release executed and delivered to me by Company on the date hereof. EXHIBIT 10.3

Appears in 1 contract

Samples: Retention Bonus and Severance Agreement (Starmedia Network Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated March 1, 2008, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx Xxxxxxxxxx, a Delaware corporation hereby furnish NewCardio, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver Waiver; (although I may choose voluntarily not to do so); and c) if I am over 40 years old upon execution the age of this; forty (c40) on the date I am signing this Release and Waiver, I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the “Confidentiality Agreement”). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:Xxxxxxx Xxxxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

Release and Waiver of Claims. In consideration for the end of employment / termination benefits set forth in the severance payments and other benefits Executive Employment Agreement, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment / termination benefits set forth in Section 6 thereof, Inc.among other things, a Delaware corporation Xxxx Xxxxxxxx (the “Executive” or “I”) and DraftKings, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , ) hereby furnish the Company with enter into the following release and waiver of claims (the Release and WaiverRelease”). I For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby generally and completely release and forever discharge the Company, its affiliates, and its and their current and former directors, officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, family and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my the Executive’s employment with the Company and Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claimsthe National Labor Relations Act of 1935 (as amended), tort claimsChapter 151B of the Massachusetts General Laws, and wage or benefit claimsany similar applicable state laws, including but not limited tothose of the Commonwealth of Massachusetts and any other federal, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay state or local civil or human rights law or any other form of compensation (other than the severance payments local, state or federal law, regulation or ordinance, and benefits to which I amany public policy, contract, tort, or common law. Released Claims specifically includes, without limitation, claims pursuant to the express provisions Massachusetts Wage Act and State Overtime Law, M.G.L. c. 149 §§ 148, 150 et seq. and M.G.L. c 151, §1A et seq, as amended. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws, or operating agreements of the Severance AgreementCompany, entitled in connection with my or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits payable or due to the Executive on account of the end of the Executive’s employment or the Executive’s termination of employment, my vested rights under the terms of the Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s Section 401(k) Plan right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any workerand all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s compensation benefits existing rights under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund). In releasing claims unknown any plan or agreement related to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect equity ownership in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, that I am hereby knowingly and voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Chief Executive Officer of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). Date: Signature: Print Name:I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. The Executive agrees that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Released Parties or their vendors, products or services, business, technologies, market position or performance. The Company (including its subsidiaries and affiliates) will not make, and agrees to use commercially reasonable efforts to cause the executive officers and board of directors of the Company to refrain from making, any negative or disparaging statements or comments, either as fact or as opinion, about the Executive (or authorizing any statements or comments to be reported as being attributed to the Company). Nothing in this paragraph shall prohibit the Executive or the Company from providing truthful information in response to a subpoena or other legal process. In addition, nothing in the Release shall apply to any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934).

Appears in 1 contract

Samples: Executive Employment Agreement (DraftKings Inc.)

Release and Waiver of Claims. In consideration of the severance payments benefits and other benefits to which I have become entitledmutual agreements set forth in the Employment Agreement, pursuant to that certain letter agreement between Corsair Memorydated August 21, Inc., a Delaware corporation 2006 (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentbetween GSI Commerce, IInc, (“Employer”) and Xxxxxx Xxxxxxx (“Executive”), hereby furnish the Company with to which this form is attached, Executive, intending to be legally bound, agrees to the following release and waiver (“Release and Waiver”). I ): In exchange for the consideration provided to Executive by the Agreement that Executive is not otherwise entitled to receive and the other commitments of Employer in the Agreement, Executive and his or her heirs, representatives, agents and attorneys hereby release generally and forever discharge the Companycompletely releases Employer and its directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to Executive signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my Executive’s employment with the Company and Employer or the termination of that employment; (2) all claims related to Executive’s compensation or benefits from Employer, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in Employer; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the Pennsylvania Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this general release specifically excludes any and all claims that Executive may have in regard to (a) any ongoing severance pay or employment obligations of Employer to Executive under the Agreement or any other form written agreement or arrangement between Employer and Executive, including any bonus plan, benefit plan and other agreement or arrangement, (b) any ongoing obligations of compensation Employer to Executive under any written stock option agreement, restricted stock award agreement, restricted stock unit award agreement or other equity award agreement evidencing an option or other equity award granted or awarded by Employer to Executive, (other than the severance payments and benefits c) any indemnification obligations of Employer to which I amExecutive as a former director, officer and/or employee of Employer or any of its subsidiaries pursuant to the express provisions Employer’s certificate of the Severance Agreementincorporation or bylaws or any indemnification or other written agreement, entitled in connection with my termination of employment, my vested (d) any rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits Executive may have under any Company workers’ compensation directors and officers liability insurance policy of Employer, and (e) any rights Executive may have arising by virtue of his status as a stockholder of Employer. Executive also acknowledges that he or fund). In releasing claims unknown to me at present, I am waiving all rights she has read and benefits under understands Section 1542 of the California Pennsylvania Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release Executive hereby expressly waives and Waiver does not pertain relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which he or she may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementhave against Employer. I acknowledge Executive acknowledges that, among other rights subject to this Release and Waiverrights, I am hereby he or she is waiving and releasing any rights I he or she may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I he or she was already entitled as an executive of the CompanyEmployer. I Executive further acknowledge acknowledges that I have he or she has been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to he or she should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have he or she has twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I he or she may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have he or she has seven (7) days following the execution of this release Release and waiver Waiver to revoke my his or her consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after he or she executes this Release and Waiver and the revocation period has expiredexpired (the “Effective Date”). This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between Employer and Executive with regard to the subject matter hereof. Executive is not relying on any promise or representation by Employer that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both Executive and a duly authorized officer of Employer. Date: SignatureBy: Print Name:XXXXXX XXXXXXX

Appears in 1 contract

Samples: Employment Agreement (Gsi Commerce Inc)

Release and Waiver of Claims. In consideration of exchange for the severance payments and other benefits to which I have become would not otherwise be entitled, pursuant to that certain letter agreement between Corsair MemoryI hereby furnish Saba Software, Inc.Inc. and each of its subsidiaries and affiliates (collectively, a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”)waiver. I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, attorneys, successors, assigns and affiliates affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys fees, damages, indemnities and obligations of every kind kid and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including the date I sign this Release with respect to any claims relating to my employment and the termination of my employment, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company and or the termination of that employment; claims or demands related to salary, including (without limitation) bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination Act of 1990; the Delaware Fair Employment Practices Act, as amended; tort law; contract law; wrongful discharge, ; discrimination; harassment; fraud; emotional distress, defamation, fraud, breach of contract, ; and breach of the implied covenant of good faith and fair dealing, discrimination provided, however, that this Release shall not apply to claims based on sexor causes of action (i) under the Separation Agreement dated February 26, age2013 between the Company and me or (ii) for defamation, racelibel, national origin, disability invasion of privacy or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination indemnification for third party claims against Executive in Employment Act of 1967, as amended (“ADEA”), the Americans accordance with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan charter documents or as otherwise provided in a written agreement between the Company and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund)Executive. In releasing claims unknown to me at presentgranting the releases herein, I acknowledge that I understand that I am waiving any and all rights and benefits under conferred by the provisions of Section 1542 of the Civil Code of the State of California Civil Code, and any similar provision of law of any other state or legal principle territory of similar effect in any jurisdictionthe United States or other jurisdiction to the following effect: “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.” This Release I hereby expressly waive and Waiver does not pertain to relinquish all rights and benefits under that section and any claims which may subsequently arise in connection with the Company’s default law or legal principle of similar effect in any severance payment obligations under jurisdiction with respect to the Severance release of unknown and unsuspected claims granted in this Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this waiver and release and waiver is knowing and voluntary, and that the consideration given for this waiver and release and waiver is in addition to anything of value to which I was already entitled as an executive of the Companyentitled. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the waiver and release and waiver granted herein does not relate to claims which may arise after this release and waiver agreement is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver agreement (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) 21 days from the date of termination of my employment with the Company I receive this agreement, in which to consider this release and waiver agreement (although I may choose voluntarily to execute this release and waiver agreement earlier); (d) I have seven (7) days following the execution of this release and waiver agreement to revoke my consent to this release and waiverthe agreement; and (e) this release and waiver agreement shall not be effective until the seven (7)-day day revocation period has expired. Date: Signature: Print Name:February 26, 2013 /s/ Xxxxx Xxxxxxx

Appears in 1 contract

Samples: Separation Agreement (Saba Software Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, be provided to Employee pursuant to that certain letter agreement between Corsair Memorythis Agreement, Inc.Employee—including his heirs and assigns—hereby irrevocably and unconditionally releases, a Delaware corporation (the “Company”)acquits and discharges Employer and each of its past, present and myself dated future elected officials, 20 (the “Severance Agreement”)department heads, in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directorsemployees, agents, employees, stockholders, successors, assigns representatives and affiliates attorneys from any and all charges, complaints, claims, liabilities, demandsobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, expenseslosses, attorney feesdebts and expenses (including attorneys’ fees and costs actually incurred), damagesof any nature whatsoever, indemnities and obligations of every kind and nature, in law, equity whether known or otherwise, known and unknown, suspected arising out of any act, omission, or event from the beginning of time up to the execution of this Agreement. Employee specifically acknowledges and unsuspected, disclosed agrees that she is releasing and undisclosed, arising from giving up any right that he may now have under federal or relating state law or political subdivision thereof and any claims that he may now have or could have asserted against Employer. Employee specifically agrees to my employment with the Company and the termination of release all claims that employmentagainst Employer under many different laws, including (without limitation) claims of wrongful dischargebut not limited to: the Age Discrimination in Employment Act, emotional distressthe Older Workers Benefit Protection Act, defamationand Executive Order 11141, fraud, breach of contract, breach of the covenant of good faith and fair dealing, which prohibit age discrimination claims based on sex, age, race, national origin, disability or any other basis under in employment; Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Civil Rights Act of 19671866, as amended (“ADEA”)and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disability ActDisabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or which prohibit discrimination based on disabil- ity; any other form federal, state, or local laws prohibiting employment or wage discrimination; the Fair Labor Standards Act of compensation (other than 1938 and state laws that regulate wage and hour matters; the severance payments Family and benefits to which I amMedical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; any federal, pursuant to the express provisions of the Severance Agreementstate, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company or local laws providing workers’ compensation insurance policy benefits, prohibiting retaliatory or fund)wrongful discharge, otherwise restricting an employer’s right to terminate employees, or otherwise regulating employment; claims for breach of contract, promissory estoppel, defamation, slander, or libel; claims for termination pay, severance, or other benefits; and any other federal, state, or local tort or contract claim. In releasing claims unknown to me at present, I am waiving Employee expressly waives all rights and benefits that he might have under Section 1542 of the California Civil Code, and any law that is intended to protect her from waiving unknown claims. Employer hereby irrevocably and unconditionally releases, acquits and discharges Employee from any and all from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, whether known or legal principle unknown, arising out of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know act, omission, 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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days event from the date beginning of termination of my employment with the Company in which time up to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:Agreement.

Appears in 1 contract

Samples: Employment Agreement

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.4 of the Employment Agreement dated December 14, 2006 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx Xxxxxxx, a Delaware corporation hereby furnish TorreyPines Therapeutics, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company, except to the extent that such claims cannot be released pursuant to the California Labor Code, including, but not limited to, sections 2802 and 206.5; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expiredexpired (the “Effective Date”). I acknowledge and agree to my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not limited to court costs and attorney’s fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this Release and Waiver. This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a member of the Board of Directors of the Company. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Employment Agreement (TorreyPines Therapeutics, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated , 2007 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXXXXXX X. XXXXXX, a Delaware corporation M.D., ESQ., hereby furnish GENOPTIX, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsExecutives, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised and no benefits will be paid unless and until this Release and Waiver has become effective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to a group or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29 U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and the a duly authorized member of the Board of Directors of the Company. Date: Signature: Print Name:XXXXXXXXX X. XXXXXX, M.D., ESQ.

Appears in 1 contract

Samples: Executive Employment Agreement (Genoptix Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.2 of the Amended and Restated Employment Agreement dated October 12, 2009, (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxxx, a Delaware corporation hereby furnish Pure Bioscience (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Section 4.2 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:XXXXXXX X. XXXXX . Exhibit B PURE BIOSCIENCE

Appears in 1 contract

Samples: Employment Agreement (Pure Bioscience)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.2 of the Amended and Restated Employment Agreement dated December 18, 2008, (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxx Xxxxxxxxxxx, a Delaware corporation hereby furnish Dot Hill Systems Corp. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Sections 4.2 or 5.1 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated July 30, 1984. Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated July 30, 1984, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:Xxxx Xxxxxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Dot Hill Systems Corp)

Release and Waiver of Claims. In consideration for the end of employment / termination benefits set forth in the severance payments and other benefits Executive Employment Agreement, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair Memoryincluding without limitation the end of employment / termination benefits set forth in Section 6 thereof, Inc.among other things, a Delaware corporation X. Xxxxxxx Dodge (the “Executive” or “I”) and DraftKings Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , ) hereby furnish the Company with enter into the following release and waiver of claims (the Release and WaiverRelease”). I For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby generally and completely release and forever discharge the Company, its affiliates, and its and their current and former directors, officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, family and assigns (collectively, the “Released Parties”) of and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising from out of or relating in any way related to my the Executive’s employment with the Company and Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (without limitationiii) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (v) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990 (as amended), the Federal federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability ActEmployee Retirement Income Security Act of 1974 (as amended), contract claimsthe National Labor Relations Act of 1935 (as amended), tort claimsChapter 151B of the Massachusetts General Laws, and wage or benefit claimsany similar applicable state laws, including but not limited tothose of the Commonwealth of Massachusetts and any other federal, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay state or local civil or human rights law or any other form of compensation (other than the severance payments local, state or federal law, regulation or ordinance, and benefits to which I amany public policy, contract, tort, or common law. Released Claims specifically includes, without limitation, claims pursuant to the express provisions Massachusetts Wage Act and State Overtime Law, M.G.L. c. 149 §§ 148, 150 et seq. and M.G.L. c 151, §1A et seq, as amended. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws, or operating agreements of the Severance AgreementCompany, entitled in connection with my or under applicable law; (ii) any rights which are not C-1 waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits payable or due to the Executive on account of the end of the Executive’s employment or the Executive’s termination of employment, my vested rights under the terms of the Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s Section 401(k) Plan right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any workerand all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s compensation benefits existing rights under any Company workers’ compensation insurance policy benefit plan, the Executive Employment Agreement or fund). In releasing claims unknown any plan or agreement related to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect equity ownership in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, that I am hereby knowingly and voluntarily waiving and releasing any rights I may have under ADEA, the ADEA (“ADEA Waiver”). I also acknowledge that this release and waiver is knowing and voluntary, and that (i) the consideration given for this release and waiver the ADEA Waiver is in addition to anything of value to which I was already entitled as an executive entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the Companydecisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further acknowledge affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been advisedretaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family C-2 Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the Older Workers Benefit Protection ActADEA, that: (a) the my waiver and release and waiver granted herein does do not relate apply to any claims which that may arise after I sign this release and waiver is executedRelease; (b) I have the right to should consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisrelease; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in within which to consider this release and waiver (although I may choose to voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent this Release (in a written revocation sent to this release and waiverthe Chief Executive Officer of the Company); and (e) this release and waiver shall Release will not be effective until the seven eighth day after I sign this Release, provided that I have not earlier revoked this Release (7)-day revocation period has expiredthe “Effective Date”). Date: Signature: Print Name:I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected the terms of such release. The Executive agrees that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Released Parties or their vendors, products or services, business, technologies, market position or performance. The Company (including its subsidiaries and affiliates) will not make, and agrees to use commercially reasonable efforts to cause the executive officers and board of directors of the Company to refrain from making, any negative or disparaging statements or comments, either as fact or as opinion, about the Executive (or authorizing any statements or comments to be reported as being attributed to the Company). Nothing in this paragraph shall prohibit the Executive or the Company from providing truthful information in response to a subpoena or other legal process. In addition, nothing in the Release shall apply to any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934).

Appears in 1 contract

Samples: Indemnification Agreement (DraftKings Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated September 6, 2012 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx Xxxxxx, a Delaware corporation hereby furnish ARATANA THERAPEUTICS , INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by Section 4 of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver, disclosed except claims that the law does not permit me to waive by signing this Release and undisclosedWaiver. This general release includes, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (5) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990, the Federal federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (“ADEA”), the Americans Kansas Anti-discrimination Act and the Kansas Age Discrimination in Employment Act. Notwithstanding the foregoing, nothing in this Release and Waiver shall constitute a release by me of any claims or damages based on any right I may have to enforce the Company’s executory obligations under the Employment Agreement, or my eligibility for indemnification under applicable law, Company governance documents, my indemnification agreement with Disability Actthe Company or under any applicable insurance policy with respect to my liability as an employee or officer of the Company, contract claims, tort claims, and wage or benefit claims, my rights pursuant to my stock awards (including but not limited to, claims for salary, bonuses, commissions, stock grants, any stock options, vacation pay, fringe benefits, severance pay restricted stock or any other form of compensation (other than awards granted to me by the severance payments and benefits to which I am, Company) pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementtheir terms. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. I acknowledge my continuing obligations under my Non-Disclosure and Assignment Agreement. Pursuant to the Non-Disclosure and Assignment Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must promptly return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Non-Disclosure and Assignment Agreement. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:: ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Xxxxx Xxxxxx (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

Appears in 1 contract

Samples: Employment Agreement (Aratana Therapeutics, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4.4 of the Employment Agreement dated February 1, 2007 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxx Xxxxxxxxx, a Delaware corporation hereby furnish TorreyPines Therapeutics, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). ): In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company, except to the extent that such claims cannot be released pursuant to the California Labor Code, including, but not limited to, sections 2802 and 206.5; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. If I am 40 years of age or older, I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expiredexpired (the “Effective Date”). I acknowledge and agree to my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached to the Employment Agreement. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement. I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not limited to court costs and attorney’s fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this Release and Waiver. This Release and Waiver, including any referenced documents, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a member of the Board of Directors of the Company. Date: Signature: Print NameBy:

Appears in 1 contract

Samples: Employment Agreement (TorreyPines Therapeutics, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Article 2 of the Employment Agreement, dated as of November __, 2007, to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employmentthis form is attached, I, Kxxxx Xxxxxx, hereby furnish Electric Transportation Engineering Corporation (the Company "Company"), with the following release and waiver of claims (this "Release and Waiver"). I hereby release release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns assigns, affiliates, parent, subsidiaries, and affiliates benefit plans, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including my employment termination date with respect to any claims including, but not limited to, those claims relating to my employment with the Company and the termination of that my employment; including, including (without limitation) but not limited to, claims of wrongful dischargepursuant to any federal, emotional distressstate or local law relating to employment including, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sexunder any local statute governing discrimination, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for wrongful termination, breach of the Americans with Disability Actcovenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementcompensation. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive employee of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release this Release and waiver granted herein Waiver does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old of age upon execution of this; this Release and Waiver: (c) I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day seven-day revocation period has expired. Date: Signature__________________ By: Print NameKxxxx Xxxxxx EXHIBIT B To Whom It May Concern:

Appears in 1 contract

Samples: Employment Agreement (Ecotality, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated [_], 200[_]. to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation this form is attached (the “Company”"Employment Agreement"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, Branxxxxx Xxxxxx, hereby xxreby furnish NewCardio, Inc. (the Company "Company") with the following release and waiver ("Release and Waiver"). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud. defamation, bonusesemotional distress, commissionsand discharge in violation of public policy; and (5) all federal, stock grantsstate, stock optionsand local statutory claims, vacation payincluding, fringe benefitsbut not limited to, severance pay claims for discrimination, harassment, retaliation, attorneys' fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan ("ADEA"), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (bh) I have the right to should consult with an attorney prior to executing this release Release and waiver Waiver; (although I may choose voluntarily not to do so); and c) if I am over 40 years old upon execution the age of this; forty (c40) I have twenty-one (21) days from on the date of termination of my employment with the Company I am signing this Release and Waiver, 1 have 21 days in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after ! execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment. Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:__________________________ Branxxxxx Xxxxxx

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement, dated October 23, 2013 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXX XXXXXXX, a Delaware corporation hereby furnish PURE BIOSCIENCE, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Section 4.2 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print NameXXXXX XXXXXXX EXHIBIT D PURE BIOSCIENCE, INC. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by PURE BIOSCIENCE, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows, effective as of September 10, 2013:

Appears in 1 contract

Samples: Employment Agreement (Pure Bioscience, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 2.2 of the Employment Agreement dated August 1, 2002, to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Mxxxxxx X. Xxxxxx, a Delaware corporation hereby furnish Official Payments Corporation and Tier Technologies, Inc (collectively “the “CompanyCompanies”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (the “Release and Waiver”). I hereby release release, and forever discharge the CompanyCompanies, its officers, directors, agents, employees, stockholders, successors, assigns assigns, affiliates, parent, subsidiaries, and affiliates benefit plans, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or at any time prior to and including my employment termination date with respect to any claims, including but not limited to those claims relating to my employment with the Company and the termination of that my employment; including, but not limited to, claims pursuant to any federal, state or local law relating to employment, including (without limitation) claims of wrongful dischargeincluding, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealingbut not limited to, discrimination claims, claims based on sexunder any local statute governing discrimination, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or claims for wrongful termination, breach of the Americans with Disability Actcovenant of good faith, contract claims, tort claims, claims and wage or benefit claims, including including, but not limited to, claims for salary, bonuses, commissions, stock grantsstock, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments compensation. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil CodeCode or any comparable statute under any other state, and any law or legal principle of similar effect in any jurisdictionwhich reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance AgreementCompanies. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, and that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old of age upon execution of this; this Release and Waiver: (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. Date:_____________________ By: Signature: ____________________________ Print Name:: ______________________

Appears in 1 contract

Samples: Employment Agreement (Tier Technologies Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in Section 4 of the Employment Agreement dated , to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXX XXX, hereby furnish FAVRILLE, INC., a Delaware corporation (the "Company"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver ("Release and Waiver"). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan ("ADEA"), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to consult with an attorney prior to executing this release Release and waiver Waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expired. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto (the "Proprietary Agreement"). Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information & Inventions Agreement. This Release and Waiver and the Proprietary Agreement constitute the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print Name:XXXXX XXX

Appears in 1 contract

Samples: Employment Agreement (Favrille Inc)

Release and Waiver of Claims. In As consideration of for, and as a condition to receiving, the severance payments and other benefits set forth in the separation agreement of December 2, 2010 (the “Separation Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxxxx X. Xxxx, a Delaware corporation M.D., hereby furnish CORONADO BIOSCIENCES, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby generally and completely release the Company and forever discharge the Company, its officers, current and former directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected and unsuspectedthat arise out of or are in any way related to events, disclosed and undisclosedacts, conduct, or omissions occurring prior to or on the date that I sign this Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising from out of or relating in any way related to my employment with the Company and Company, the termination of that employment, or my service on the board of directors of the Company; (b) all claims related to my compensation or benefits from the Company, including but not limited to salary, bonuses, commissions, vacation pay, expense reimbursements, moving expenses, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitationc) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, discrimination including claims based on sexfor fraud, agedefamation, raceemotional distress, national originand discharge in violation of public policy; and (e) all federal, disability state, and local statutory claims, including claims for discrimination, harassment, retaliation, misclassification, attorneys’ fees, or any other basis claims arising under Title VII of the federal Civil Rights Act of 1964, 1964 (as amended), the California Fair Employment and Housing Actfederal Americans with Disabilities Act of 1990, the Federal federal Age Discrimination in Employment Act of 1967, 1967 (as amended amended) (the “ADEA”), the Americans with Disability Washington Law against Discrimination, the Washington Equal Pay Law, the Washington Civil Rights Act, contract claimsthe New York Human Rights Act, tort claimsthe New York Law on Equal Rights, and wage the New York Law on Equal Pay. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or benefit claims, including but not limited to, claims for salaryindemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, bonusesthe charter, commissionsbylaws, stock grantsor operating agreements of the Company, stock optionsor under applicable law; (b) any rights that are not waivable as a matter of law; or (c) any claims arising from the breach of this Agreement. I hereby represent and warrant that, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at presentExcluded Claims, I am waiving not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims. I also acknowledge that I expressly waive and relinquish any and all rights and benefits under Section 1542 of the California Civil Code, and any applicable law or legal principle of similar effect statute providing, in any jurisdiction: “A substance, that a general release does not extend to claims which the creditor a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him must or her would have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreementterms of such release. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under the ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive entitled. If I am 40 years of the Company. age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release Release and waiver Waiver granted herein does not relate to claims which under the ADEA that may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing the Separation Agreement and this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider the Separation Agreement and this release Release and waiver Waiver (although I may choose voluntarily to execute the Separation Agreement and this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) the Separation Agreement and this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired without my having previously revoked this Release and Waiver (the “Effective Date”). I will not be entitled to receive any of the benefits specified by the Separation Agreement unless this Release and Waiver becomes effective. I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. This Release and Waiver (along with the Separation Agreement to which it is attached and my Proprietary Information and Inventions Agreement) constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature1/11/11 By: Print Name:/s/ Xxxxxxx X. Xxxx

Appears in 1 contract

Samples: Employment Agreement (Coronado Biosciences Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated [_], 200[_], to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation this form is attached (the “Company”"Employment Agreement"), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, Xxxxxxx Londoner, hereby furnish NewCardio, Inc. (the Company "Company") with the following release and waiver ("Release and Waiver"). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan ("ADEA"), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: "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.” This Release " I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of thisWaiver; (c) am over the age of forty (40) on the date I am signing this Release and Waiver, I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature10/31/07 By: Print Name/s/ Xxxxxxx Londoner Xxxxxxx Londoner NEWCARDIO, INC. AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT As a condition of my employment with NewCardio, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement, dated October 23, 2013 (the “Employment Agreement”), to which I have become entitledthis form is attached, pursuant to that certain letter agreement between Corsair MemoryI, Inc.XXXXX XXXXX, a Delaware corporation hereby furnish PURE BIOSCIENCE, INC. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Companyits directors, its officers, directorsemployees, shareholders, partners, agents, employeesattorneys, stockholderspredecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California Labor Code Sections 2800 and 2802; to payments under Section 4.2 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other form of compensation (other than the severance payments right that is not waivable under applicable law. I also acknowledge that I have read and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver (although I may choose voluntarily not to do so)Waiver; and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) this release Release and waiver Waiver shall not be effective until the seven (7)-day 7) day revocation period has expiredexpired unexercised. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: SignatureBy: Print NameXXXXX XXXXX EXHIBIT D PURE BIOSCIENCE, INC. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by PURE BIOSCIENCE, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows, effective as of August 13, 2013:

Appears in 1 contract

Samples: Employment Agreement (Pure Bioscience, Inc.)

Release and Waiver of Claims. In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement Employment Agreement between Corsair Memory, Callidus Software Inc., a Delaware corporation (the “Company”), and myself dated April 26, 20 2005 (the “Severance Employment Agreement”), in connection with the termination of my employmentemployment on this date, I, Rxxxxx Xxxxxxxxxx, hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than (i) the severance payments payments, rights, benefits and benefits indemnification to which I am, pursuant to am entitled under the express provisions of the Severance Employment Agreement and the Company’s Indemnification Agreement, entitled in connection with my termination of employment, (ii) my vested rights rights, if any, under the Company’s Section 401(k) Plan plan and (iii) any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “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.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance of its payment or indemnification obligations under the Severance Employment Agreement or the Company’s Indemnification Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

Appears in 1 contract

Samples: Employment Agreement (Callidus Software Inc)

Release and Waiver of Claims. In consideration of the severance payments and other benefits set forth in the Employment Agreement dated effective October 1, 2008, to which I have become entitledthis form is attached (the “Employment Agreement”), pursuant to that certain letter agreement between Corsair MemoryI, Inc.Xxxxx Xxxxxxx, a Delaware corporation hereby furnish NewCardio, Inc. (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company ) with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and forever discharge the Company, its officers, directors, agentsofficers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and affiliates from any and all claims, liabilitiesliabilities and obligations, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, both known and unknown, suspected that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and unsuspectedWaiver. This general release includes, disclosed and undisclosed, but is not limited to: (1) all claims arising from out of or relating in any way related to my employment with the Company and or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (without limitation3) all claims of wrongful discharge, emotional distress, defamation, fraud, for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended ; (“ADEA”), the Americans with Disability Act, contract claims, 4) all tort claims, and wage or benefit claimsincluding, including but not limited to, claims for salaryfraud, bonusesdefamation, commissionsemotional distress, stock grantsand discharge in violation of public policy; and (5) all federal, stock optionsstate, vacation payand local statutory claims, fringe benefitsincluding, severance pay but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights claims arising under the Company’s Section 401(kfederal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) Plan (“ADEA”), and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fundthe California Fair Employment and Housing Act (as amended). In releasing claims unknown to me at present, I am waiving all rights also acknowledge that I have read and benefits under understand Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdictionCode which reads as follows: “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.” This Release I hereby expressly waive and Waiver does not pertain relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims which I may subsequently arise in connection with have against the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiverrights, I am hereby waiving and releasing any rights I may have under ADEA, that this release Release and waiver Waiver is knowing and voluntary, and that the consideration given for this release Release and waiver Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this release Release and waiver Waiver is executed; (b) I have the right to should consult with an attorney prior to executing this release Release and waiver Waiver; (although I may choose voluntarily not to do so); and c) if I am over 40 years old upon execution the age of this; forty (c40) on the date I am signing this Release and Waiver, I have twenty-one (21) 21 days from the date of termination of my employment with the Company in which to consider this release Release and waiver Waiver (although I may choose voluntarily to execute this release Release and waiver Waiver earlier); (d) if I am over the age of forty (40) on the date I am signing this Release and Waiver, I have seven (7) days following the execution of this release Release and waiver Waiver to revoke my consent to this release Release and waiverWaiver; and (e) if I am over the age of forty (40) on the date I am signing this release Release and waiver Waiver, this Release and Waiver shall not be effective until the seven (7)-day eighth day after I execute this Release and Waiver and the revocation period has expired; otherwise it shall be effective upon the date of my signature below. I acknowledge my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement a copy of which is attached hereto (the “Confidentiality Agreement”). Pursuant to the Confidentiality Agreement, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement. This Release and Waiver, including the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: Signature__________________ By: Print Name:Xxxxx Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (NewCardio, Inc.)

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