Common use of Release of Claims Clause in Contracts

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Appears in 4 contracts

Sources: Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.)

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current benefits and former other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includes, general release is to the maximum extent permitted by law and includes (without limitation, ) the release following: (A) all claims arising out of all Claims: • relating or in any way related to my your employment by with the Bank and Company or the termination of my that employment; • of wrongful discharge(B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (E) all federal, state or state, and local law statutory claims, including (including, without limitation) claims for discrimination, Claims of age discrimination harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights under or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (including without limitation) the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus state or local fair employment practices agency and the right for which an award has been determined but has not been paid during the term of employment)vested retirement benefits pursuant to any Company benefit plan. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.

Appears in 4 contracts

Sources: Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc)

Release of Claims. I voluntarily Except as otherwise set forth in this Agreement, in exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company and forever discharge the Bankits parents, subsidiaries, successors, predecessors and affiliates, and its affiliated and related entitiestheir directors, its predecessorsofficers, successors employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims arising under or based on the Employment Agreement); (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the above, you do not release the Company from any obligation to indemnify you pursuant to contract, the Company’s articles or by-laws, or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.

Appears in 3 contracts

Sources: Separation Agreement (Vaxgen Inc), Transition and Separation Agreement (Vaxgen Inc), Separation Agreement (Vaxgen Inc)

Release of Claims. I voluntarily In consideration of the Severance Benefit, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with the Bank for post-termination rights or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to benefits under my employment with agreement and any claim for indemnification from the Bank Company under my employment agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.

Appears in 3 contracts

Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)

Release of Claims. I voluntarily (a) In exchange for the Separation Benefits, and in consideration of the further agreements and promises set forth herein, Executive agrees unconditionally and forever to release and forever discharge the BankEmployer Parties, its affiliated and related entitiesincluding, its predecessorswithout limitation, successors and assigns, its employee benefit plans and fiduciaries any of such plans, and the Employer Parties respective current and former officers, directors, shareholdersmembers, managers, employees, attorneysrepresentatives, accountants attorneys and agents of any and agents, as well as all of the foregoing their predecessors, parents, subsidiaries, affiliates, successors in their official interest and personal capacities assigns (collectively referred to as collectively, the “Releasees”) generally from any and all claims, actions, causes of action, demands, debtsrights, or damages and liabilities of every name and natureany kind or nature which Executive may now have, or ever have, whether known or unknown (“Claims”) thatunknown, as including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or termination from employment with any Employer Parties on or before the date when I sign Executive signs this Release, I have, ever had, now claim Agreement. (b) This release specifically includes any and all claims relating to have or ever claimed to have had against arising from Executive’s employment with any or all of the Releasees. This includes, without limitationEmployer Parties, the release terms and conditions of all Claims: • relating to my employment by the Bank that employment, and the termination of my employmentthat employment relationship, without limitation: any and all claims for fraud; • of wrongful discharge; • of breach of contract; breach of retaliation implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; wrongful termination; retaliation; wrongful demotion; discrimination under or harassment on any basis protected by federal, state or local law (including, without limitationbut not limited to race, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actcolor, Claims of disability discrimination or retaliation under the Americans with Disabilities Actsex, Claims of discrimination or retaliation gender identity, national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Acts of 1866, 1870 and Claims of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Family and Medical Leave Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the Genetic Information Nondiscrimination Act, Section 1981 of Title 42 of the United States Code, the Rehabilitation Act of 1973, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Texas Payday Act, Chapter 21 of the Texas Labor Code, and all other federal, state, or local statutes, ordinances and laws; violation of any safety and health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to the date of execution of this release (“Released Claims”). The Released Claims, however, shall not include any claims, rights or benefits arising under this Agreement, for vested benefits under the applicable employee benefit plans maintained by the REITs in accordance with the terms and conditions of such plans, or any claims for indemnification (including advancement of expenses) arising under any written indemnification agreement between the REITs and Executive (including, but not limited to, (i) that certain Indemnification Agreement, dated as of March 18, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), my continuing (ii) that certain Indemnification Agreement, dated as of February 6, 2020, between NREF and Executive (the “NREF Indemnification Agreement”), (iii) that certain Indemnification Agreement, dated as of July 1, 2022, between NXDT and Executive (the “NXDT Indemnification Agreement”), (iv) that certain Indemnification Agreement, dated as of November 1, 2018, between VB and Executive (the “VB Indemnification Agreement”), (v) that certain Indemnification Agreement, dated June 8, 2022, between NXHT and Executive (the “NXHT Indemnification Agreement”) and (vi) that certain Indemnification Agreement, dated March 27, 2019, between NHT and Executive (the “NHT Indemnification Agreement”) and, together with the NXRT Indemnification Agreement, the NREF Indemnification Agreement, the NXDT Indemnification Agreement, the VB Indemnification Agreement, the NXHT Indemnification Agreement, and the NSP Indemnification Agreement (the “Indemnification Agreements”)) or pursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law. (c) Executive further understands, acknowledges, and agrees to waive Executive’s rights under any other statute or regulation, state or federal, that provides that a general release does not extend to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement and Release, which if known to Executive must have materially affected Executive’s settlement with the Employer Parties. (including d) The Employer Parties, on behalf of themselves and the Releasees, agree to unconditionally and forever release and discharge Executive from any and all claims, actions, causes of action, demands, right to payment or damages of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right kind or nature (other than those relating to earned but unpaid wages, including vacation pay, statutory Executive’s service as a director or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer trustee of the Bank under any applicable insurance policyAdviser or REITs) which they may now have, contractsor ever had, governing documents whether known or bylaws. In additionunknown, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank out of or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way related to my Executive’s employment with or termination from employment on or before the Bank date Executive signs this Agreement. (e) The parties intend this mutual release to be a full and comprehensive general release waiving and releasing all claims, demands, and causes of action, known or its terminationunknown, to the fullest extent permitted by law except as otherwise expressly provided herein. I agree that I Nothing in this Agreement is intended to nor shall it be interpreted to release any claim which, by law, may not be released. This Agreement is not intended to and does not affect any rights or claims arising after the date this Agreement is executed by Executive. Further, this Agreement shall not seek limit or accept damages of prohibit any nature, other equitable party’s ability to bring a claim to enforce this Agreement nor shall it waive or legal remedies for my own benefit, attorneylimit Executive’s fees, or costs from any of the Releasees right to indemnification (including with respect to any Claim released by this Release. I represent that I have not assigned right to receive advancement of expenses and to be held harmless) pursuant to any third party applicable directors and I have officers liability insurance coverage, any written indemnification agreement between any of the Employer Parties and Executive (including, but not filed with any agency limited to, the Indemnification Agreements) or court any Claim released by this Releasepursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.

Appears in 3 contracts

Sources: Separation Agreement (NexPoint Real Estate Finance, Inc.), Separation Agreement (NexPoint Residential Trust, Inc.), Separation Agreement (Nexpoint Diversified Real Estate Trust)

Release of Claims. I voluntarily In consideration of the Severance Payments, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with for post-termination rights or benefits under my Employment Agreement and any claim for indemnification from the Bank Company under my Employment Agreement or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.

Appears in 3 contracts

Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)

Release of Claims. I You voluntarily and irrevocably release and forever discharge the BankCompany, its each related or affiliated and related entitiesentity, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the predecessors, successors, and assigns of each of them, and each of their respective current and former officers, directors, shareholders, employees, attorneys, accountants and agents of (any and all of the foregoing in their official and personal capacities (collectively which are referred to as the “Releasees”) generally from all charges, complaints, claims, demandspromises, debtsagreements, damages causes of action, damages, and liabilities of every name and naturedebts that relate in any manner to your employment with or services for the Company, known or unknown (“Claims”) that), as of the date when I sign this Releasewhich you have, I claim to have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesReleasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the release of all Claims: • relating compensation provided to my employment you by the Bank Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the termination Company, or your activities on behalf of my employment; • the Company, including, without implication of limitation, any Claims of wrongful discharge; • of , breach of contract; • , breach of retaliation an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under federal, state the common law or local law any statute or constitutional provision (including, without implication of limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Employee Retirement Income Security Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and Claims Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws); • under . You also waive any other federal or state statute; • of defamation or other torts; • of violation of public policy; • Claim for wagesreinstatement, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitseverance pay, attorney’s fees, or costs from any of the Releasees with respect to costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Employment Agreement, any equity award/grant agreements (of whatever name or kind), and any shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released by this Releaseas a matter of law. I You represent that I you have not assigned to any third party and I you have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 3 contracts

Sources: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)

Release of Claims. I voluntarily release The parties agree that in consideration for the undertakings and forever discharge promises of the BankCompany, its affiliated and related entitiesEMPLOYEE unconditionally releases, its predecessorsdischarges, successors and assigns, its employee benefit plans and fiduciaries of such plansholds harmless, and agrees to indemnify the current Company from each and former officersevery claim, directorscause of action, shareholdersright, employees, attorneys, accountants and agents liability or demand of any kind, and all of the foregoing in their official and personal capacities from any claims which may be derived therefrom (collectively referred to as “claims”), that EMPLOYEE had, has, or might claim to have against the Company at the time the EMPLOYEE executes this Agreement (the “ReleaseesEffective Date) generally from all claims), demands, debts, damages and liabilities including but not limited to claims of every name kind and naturecharacter, known or unknown (“Claims”) thatunknown, as of matured or not matured, which EMPLOYEE may have now or in the date when I sign this Release, I have, ever had, now claim future arising from any act or omission or condition occurring on or prior to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law Effective Date (including, without limitation, the future effects of such acts, omissions, or conditions), whether based on tort, contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively, the ”Released Claims”). By way of example and not in limitation of the foregoing, Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under shall include any claims arising under: (i) Title VII of the Civil Rights Act of 1964 1964, 42 ▇.▇.▇ §▇▇▇▇, the Age Discrimination in Employment Act, the Americans with Disabilities Act, any applicable state, county or local fair employment practice law or ordinance, the National Labor Relations Act, the Family and Claims of Medical Leave Act, the Employee Retirement Income Security Act, as well as any form of claims asserting discrimination based upon age, race, sex, national origin, disability or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under handicap, religion, sexual orientation, marital status, entitlement to benefits, or any other federal protected status; (ii) wrongful termination; (iii) harassment; (iv) breach of contract; (v) breach of the covenant of good faith and fair dealing; (vi) negligent or state statuteintentional infliction of emotional distress; (vii) negligent or intentional misrepresentation; (viii) negligent or intentional interference with contract or prospective economic advantage; (ix) retaliation; (x) whistleblowing; (xi) defamation; (xii) invasion of defamation or other tortsprivacy; • of violation of public policy; • and (xiii) claims related to disability. Released Claims shall also include, but not be limited to, claims for wagesseverance pay, bonuses, incentive compensationsick leave, vacation pay pay, life or health insurance, or any other compensation fringe benefit. EMPLOYEE likewise releases the Company from any and all claims or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • potential claims for damages or other remedies relief of any sortkind, includingincluding but not limited to back pay, without limitationfront pay, compensatory damages, punitive damages, injunctive attorneys’ fees, costs, disbursements and/or the like, or for equitable relief and attorney’s fees; providedreinstatement. EMPLOYEE acknowledges that the Released Claims include any unknown claims. If applicable, howeverEMPLOYEE expressly waives the benefit of California Civil Code Section 1542 and any analogous laws including Montana Code Annotated Section 28-1-1602, North Dakota Century Code ▇▇▇▇▇▇▇ ▇-▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Codified Laws Section 20-7-11, and agrees that this Release shall extend to claims arising prior to the date EMPLOYEE signs this Agreement and which EMPLOYEE does not know or expect to exist in EMPLOYEE’s favor at this time. California Civil Code Section 1542 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.” Notwithstanding the foregoing, Released Claims shall not affect my rights under the Bank’s Section 401(kinclude: (i) plan, any other “employee benefit plan” claims based on obligations created by or reaffirmed in this Agreement; (ii) any unemployment insurance claims and any workers' compensation claims; or (iii) any claim that cannot be waived based on applicable law. EMPLOYEE represents and warrants that he has no lawsuit involving any Released Claims pending as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in date EMPLOYEE signs this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 2 contracts

Sources: Severance Agreement (Idex Corp /De/), Severance Agreement (Idex Corp /De/)

Release of Claims. I You voluntarily and irrevocably release and forever discharge the BankCompany, its each related or affiliated and related entitiesentity, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the predecessors, successors, and assigns of each of them, and each of their respective current and former officers, directors, shareholders, employees, attorneys, accountants and agents of (any and all of the foregoing in their official and personal capacities (collectively which are referred to as the “Releasees”) generally from all charges, complaints, claims, demandspromises, debtsagreements, damages causes of action, damages, and liabilities of every name and naturedebts that relate in any manner to your employment with or services for the Company, known or unknown (“Claims”) that), as of the date when I sign this Releasewhich you have, I claim to have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesReleasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the release of all Claims: • relating compensation provided to my employment you by the Bank Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the termination Company, or your activities on behalf of my employment; • the Company, including, without implication of limitation, any Claims of wrongful discharge; • of , breach of contract; • , breach of retaliation an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under federal, state the common law or local law any statute or constitutional provision (including, without implication of limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Employee Retirement Income Security Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and Claims Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws); • under . You also waive any other federal or state statute; • of defamation or other torts; • of violation of public policy; • Claim for wagesreinstatement, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitseverance pay, attorney’s fees, or costs from any of the Releasees with respect to costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything that has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Employment Agreement, any equity award/grant agreements (of whatever name or kind), and any shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released by this Releaseas a matter of law. I You represent that I you have not assigned to any third party and I you have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 2 contracts

Sources: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)

Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or her opportunity for employment following the Severance Date. This release of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to pursue Claims be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the past, Releasor will not seek or accept personal relief in connection with such charge, claim, civil action, suit or other legal proceeding. Safeway on behalf of itself and all individuals based on actions taken in their personal capacities or entities that are unrelated may claim through it hereby releases and forever discharges ▇▇▇▇▇ and all of her assigns, executors, administrators (“▇▇▇▇▇ Releasees”) of and from any and all claims, demands, actions, causes of actions, damages and liabilities (all hereinafter referred to as to “Claims”), whether or not now known, suspected or claimed that Safeway ever had, now has, or may hereafter claim to have had against any ▇▇▇▇▇ Releasees relating in any way to my ▇▇▇▇▇’▇ employment with Safeway, any status or term of her employment, the Bank termination of that employment, her duties on behalf of Safeway at any time, or its terminationher opportunity for employment following the Severance Date. I agree that I This release is expressly intended to, and does, extend to and include all claims of any nature at law or in equity since the beginning of time. However, such Release shall not seek include any claim which results after the effective date of this Agreement or accept damages based on any claimed breach of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 2 contracts

Sources: Separation Agreement (Safeway Inc), Separation Agreement (Safeway Inc)

Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s provision of consideration set forth in Sections 1 and 2, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby forever discharge releases, discharges and acquits the BankCompany, each of its affiliated parent companies, subsidiaries and related other Affiliates and each of the foregoing entities’ respective past, its present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives in their personal and representative capacities (collectively, its the “Company Parties”), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and the current representative capacities, from liability for, and former officersConsultant hereby waives, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdamages, debtscosts, damages and liabilities or causes of every name and natureaction of any kind, whether known or unknown (“Claims”) thatunknown, related to Consultant’s prior employment with any Company Party, the termination of such employment as of the date when I sign Separation Date, and any other acts or omissions related to any matter on or prior to the time that Consultant executes this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, including without limitation, the release of all Claims(i) any alleged violation through such date of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under (A) any federal, state or local law (including, without limitation, Claims of age anti-discrimination or anti-retaliation under law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and Claims the Americans with Disabilities Act of any form 1990, as amended, the Arkansas Civil Rights Act of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1993; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k(B) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, 29 U.S.C. § 1002(3)as amended; (D) the National Labor Relations Act, my continuing rights under as amended; (E) the Agreement Occupational Safety and Health Act, as amended; (including F) the right to payment Family and Medical Leave Act of 1993; (G) the Workers Adjustment and Retraining Notification Act, as amended; (H) any federal, state or local wage and hour law; (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any bonus for which an award has been determined but has not been paid during the term of employment)nature; or (J) any public policy, any statutory right to earned but unpaid wagescontract, including vacation paytort, statutory or common law rights claim or claim for fraud or misrepresentation of indemnification any kind; (ii) any allegation for costs, fees, or defense for other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all claims against me based on my status and conduct as an officer of the Bank Consultant may have under any applicable insurance policyemployment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, contractsthe “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, governing documents INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding the above, the Released Claims do not include any claim that first arises after the date that Consultant signs this Agreement or bylaws. In additionany claim to vested benefits under an employee benefit plan of any Company Party that is subject to ERISA. (c) Notwithstanding this release of liability, nothing in this release shall affect my rights arising Agreement prevents Consultant from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Consultant understands and agrees that Consultant is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank comparable state or its termination. I agree that I shall not seek local agency proceeding or accept damages of any nature, other equitable or subsequent legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseactions.

Appears in 2 contracts

Sources: Consulting Agreement (Arcbest Corp /De/), Consulting Agreement (Arcbest Corp /De/)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankEmployment Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute; (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 2 contracts

Sources: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)

Release of Claims. I voluntarily release In exchange for the consideration under this Separation Agreement to which you would not otherwise be entitled, including but not limited to the severance benefits, and except as otherwise provided in this Separation Agreement, you hereby generally and completely release, acquit and forever discharge the BankCompany, and its parent, subsidiary, or affiliated and related entities, along with its predecessors, and their predecessors and successors and assignstheir respective directors, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants insurers, affiliates and agents assigns (collectively, the “Released Parties”), of and from any and all of claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the foregoing in their official and personal capacities date that you sign this Separation Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include, but are not limited to: (a) thatall claims arising out of or in any way related to your employment with the Company, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (A) any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I you may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from under any of the Releasees with respect Company’s D&O or other insurance policies, as applicable or the charter or bylaws of the Company; (B) any rights or claims you have to unemployment compensation, funds accrued in your 401(k) account or any Claim released vested equity incentives; (C) any rights that are not waivable as a matter of law; or (D) any claims arising from the breach by the Company of the Separation Agreement to which this ReleaseRelease is attached. I You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that I have are not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseincluded in the Released Claims.

Appears in 2 contracts

Sources: Separation Agreement (Ambit Biosciences Corp), Separation Agreement (Ambit Biosciences Corp)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankCoC Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute; (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 2 contracts

Sources: Change of Control Severance Agreement (XOMA Corp), Change of Control Severance Agreement (XOMA Corp)

Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, P▇▇▇▇▇ hereby releases, acquits and forever discharge discharges the BankCompany and its owners, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, agents, independent contractors, members, executors, partners, joint venturers, administrators, parent, subsidiaries, assigns, associates, affiliates, and attorneys, accountants as well as all persons or companies acting by, under, through or in concert with any of them (the "Released Parties"), of and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys' fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with P▇▇▇▇▇’▇ employment with the date when I sign this Release, I have, ever had, now claim to have Company or ever claimed to have had against any or all the separation of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; claims or demands related to salary, vacation, fringe benefits, expense reimbursements, separation pay, equity or stock, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (law, statute, or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Family and Medical Leave Act, as amended (the "FMLA"); the federal Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under ; the Americans with Disabilities federal Older Workers Benefit Protection Act; the L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; the California Family Rights Act, as amended; the California Fair Pay Act; the California Labor Code; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151Bfair dealing ("Release"); • under any other federal or state statute; • of defamation . This Release does not prohibit P▇▇▇▇▇ from participating in an Equal Employment Opportunity Commission ("EEOC") or other torts; • of violation of public policy; • for wagesfederal, bonusesstate or local administrative agency investigation or proceeding. However, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages P▇▇▇▇▇ agrees to waive his right to monetary or other remedies recovery should any claim be pursued with the EEOC or administrative agency on his behalf arising out of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under or related to his employment with and/or separation from the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsCompany. In addition, nothing in this release Release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated not be construed in any way to my employment with the Bank waive any rights or its termination. I agree benefits that I shall may not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect be waived pursuant to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.

Appears in 2 contracts

Sources: Separation and Release Agreement (Arcadia Biosciences, Inc.), Transition Agreement (Arcadia Biosciences, Inc.)

Release of Claims. I voluntarily release In consideration of (and forever discharge subject to) the Bankpayments required by Section 5 of the Employment Agreement, its affiliated the receipt and related entitiessufficiency of which are hereby acknowledged, its predecessorsand subject to the limitations contained in Section 2 hereof, successors Executive, on behalf of himself and his heirs and assigns, its employee benefit plans hereby irrevocably and fiduciaries of such plansunconditionally releases and forever discharges, individually and collectively, Soffe and Delta Apparel, and the current and former each of their respective officers, directors, shareholders, employees, attorneysparent companies, accountants subsidiaries, successors and agents assigns (hereinafter the "Soffe Parties"), of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all charges, claims, complaints, demands, debtsliabilities, damages causes of action, losses, costs or expenses of any kind whatsoever (including related attorneys' fees and liabilities of every name and naturecosts), known or unknown (“Claims”) thatunknown, as suspected or unsuspected, that Executive may now have or has ever had against the Soffe Parties by reason of any act, omission, transaction, or event occurring up to and including the date of the date when I sign signing of this Release. The release set forth in this Section 1 includes without limitation (other than as set forth in Section 2), I haveclaims related to any wrongful or unlawful discharge, ever haddiscipline or retaliation, now claim to have any contract of employment, whether express or ever claimed to have had against implied, any promotions or all demotions, compensation including commissions, short term or long term incentives, Soffe's and Delta Apparel's benefit plan(s) and the management thereof, defamation, slander, libel, invasion of the Releasees. This includesprivacy, without limitationmisrepresentation, the release fraud, infliction of all Claims: • emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to my the Executive's employment by the Bank as an employee, officer or director with Soffe, Delta Apparel or any of their respective affiliates and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalthereof. This waiver, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under release and discharge further applies but is not limited to any claims based on Title VII of the Civil Rights Act of 1964 and Claims 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149the Age Discrimination in Employment Act (ADEA), §§ 148-150Cthe Older Workers Benefit Protection Act (OWBPA), or otherwise; the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the Workers Adjustment and • for damages or other remedies of any sortRetraining Notification Act, includingExecutive Order 11246, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActAct of 1974, 29 U.S.C. § 1002(3the Family and Medical Leave Act (all as they may be amended), my continuing rights under and any other applicable federal, state or local laws, ordinances and regulations including those relating to discrimination to the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released extent permitted by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.

Appears in 2 contracts

Sources: Employment Agreement (Delta Apparel Inc), Employment Agreement (Delta Apparel Inc)

Release of Claims. I voluntarily You hereby generally and completely release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your 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; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, Claims of disability discrimination or retaliation under you are not releasing the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Civil Rights Act of 1964 and Claims of Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwise; applicable directors and • for damages or other remedies of officers liability insurance. Also, excluded from this Agreement are any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, claims that this release shall cannot affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released be waived by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.

Appears in 2 contracts

Sources: Separation and Consulting Agreement (Adverum Biotechnologies, Inc.), Separation and Consulting Agreement (Adverum Biotechnologies, Inc.)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (a) all claims arising from or in any way related to your employment with the Company or your resignation; (b) all claims related to your 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, equity, or profits interests in the release of Company; (c) all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Claims Bylaws of the Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwiseapplicable directors and officers liability insurance; (ii) any claims that cannot be waived by law to the extent such claims are not waivable as a matter of law with this release; and (iii) any claims for damages or other remedies breach of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 2 contracts

Sources: Mutual Separation Agreement (Unity Software Inc.), Resignation and Transition Agreement (Unity Software Inc.)

Release of Claims. I The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that she at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; · of wrongful discharge; · of breach of contract; · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; · under any other federal or state statute, to the fullest extent that Claims may be released; · of defamation or other torts; · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that she has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code 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, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.

Appears in 2 contracts

Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankEmployment Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute; ​ ​ (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 2 contracts

Sources: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)

Release of Claims. I Except as provided below, the Executive voluntarily release releases and forever discharge discharges the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, partners, directors, officers, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (collectively, “Claims”) that, as of the date when I sign the Executive signs this Release, I havehe has, ever had, now claim claims to have or ever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to my the Executive’s employment by and termination from employment with the Bank and the termination of my employmentCompany or any related entity; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • under any other federal or state statutestatute or constitution or local ordinance; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either whether under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. Notwithstanding anything to the contrary contained in this Release, however, that Section 2 of this release shall Release does not affect my include and will not preclude: (a) Executive’s rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights or claims under the Agreement to receive Termination Benefits; (including b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the right execution of this Release; (d) any claims or rights Executive may have to payment of any bonus for which an award has been determined but has not been paid during vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the term of employment“Plans”), subject to the terms of the, including, but not limited to, the Company’s 2015 Stock Incentive Plan, or any statutory right to earned but unpaid wagessubsequently adopted incentive compensation plan, including vacation pay, statutory or common law and applicable equity Award agreements; (e) any rights of indemnification or defense for and/or claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I Executive may have with under the Bank Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; or any affiliated (h) rights, if any, to defense and indemnification from the Company or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on its insurers for actions taken by Executive in their personal capacities that are unrelated in any way to my the course and scope of Executive’s employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Company;

Appears in 2 contracts

Sources: Executive Employment Letter (Chiasma, Inc), Executive Employment Letter (Chiasma, Inc)

Release of Claims. I voluntarily release and forever discharge In exchange for Severance, the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries Company’s waiver of such plansrepayment of the Hiring Bonus, and the other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release Metabolex, Inc. and its current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; (2) all claims related to your compensation or benefits from the Company, including salary, bonuses, the Hiring Bonus, commissions, vacation pay, expense reimbursements, relocation assistance, severance pay, severance benefits, fringe benefits, stock, stock options, accelerated vesting of wrongful dischargestock options (including without limitation the Acceleration as defined in the Offer Letter Agreement), or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims under the Offer Letter Agreement; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended) (“ADEA”), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct the California Fair Employment and Housing Act (as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseamended).

Appears in 2 contracts

Sources: Resignation Agreement (CymaBay Therapeutics, Inc.), Resignation Agreement (CymaBay Therapeutics, Inc.)

Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the BankCompany, its affiliated parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former their officers, directors, shareholdersagents, servants, employees, attorneysshareholders, accountants successors, assigns and agents affiliates, of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification you may have as a result of any third party action against me based on my employment with the Company), arising out of or unknown (“Claims”) thatin any way related to agreements, as of events, acts or conduct at any time prior to the date when I sign you execute this ReleaseAgreement, I haveincluding, ever had, now claim to have but not limited to: all such claims and demands directly or ever claimed to have had against indirectly arising out of or in any way connected with your employment with the Company or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Age Discrimination in Employment ActAct of 1967, Claims as amended (“ADEA”); the federal Employee Retirement Income Security Act of disability discrimination or retaliation under 1974, as amended; the federal Americans with Disabilities Act of 1990; the federal Worker Adjustment and Retraining Notification Act of 1988; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesfair dealing; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release paragraph shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated be construed in any way to my employment with release the Bank Company from its obligation to indemnify you pursuant to the Company’s indemnification obligation pursuant to agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.

Appears in 2 contracts

Sources: Separation Agreement (Hot Topic Inc /Ca/), Separation Agreement (Hot Topic Inc /Ca/)

Release of Claims. I voluntarily In exchange for the consideration under this Separation Agreement, you hereby generally and completely, to the fullest extent permitted by law, release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesSeparation Agreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted share units, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967, as amended (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment“ADEA”), any statutory right and the California Fair Employment and Housing Act (as amended), and all other laws and regulations related to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseemployment.

Appears in 2 contracts

Sources: Separation Agreement (Atlassian Corp PLC), Separation Agreement (Atlassian Corp PLC)

Release of Claims. I voluntarily release and forever discharge the BankEmployer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersstockholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: relating to my employment by the Bank Employer and/or any affiliate of the Employer and the termination of my employment; of wrongful discharge; of breach of contract; of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and 1964, Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)California Fair Employment and Housing Act; under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefitsbenefits (except for such wages, either bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseAgreement); and for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedI agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, howeverunder any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company’s Bylaws or applicable law. This release does not release claims that this release shall cannot affect be released as a matter of law, including, but not limited to, my rights under right to file a charge with or participate in a charge by the Bank’s Section 401(k) planEqual Employment Opportunity Commission, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give me the right to payment recover any monetary damages against the Company; my release of any bonus for which an award has been determined but has not been paid during claims herein bars me from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Appears in 2 contracts

Sources: Employment Agreement (Ensysce Biosciences, Inc.), Employment Agreement (Ensysce Biosciences, Inc.)

Release of Claims. I The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that he at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; · of wrongful discharge; · of breach of contract; · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; · under any other federal or state statute, to the fullest extent that Claims may be released; · of defamation or other torts; · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that he has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code 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, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.

Appears in 2 contracts

Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)

Release of Claims. I voluntarily release i. Departing Executive represents that Departing Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court. ii. Departing Executive expressly waives all claims against the Company and forever discharge releases the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and any of the current Company’s past, present or future parent, affiliated, related, and/or subsidiary entities (collectively with the Company, the “Company Entities”), and former officers, all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, accountants and agents and representatives of any such entities, and all employee benefit plans in which Departing Executive is or has been a participant by virtue of his employment with the foregoing in their official and personal capacities Company (collectively referred to as collectively, the “Releasees”) generally ), from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to any claims that Departing Executive may have or ever claimed to have had against any Company Entity or all of the Releasees. This It is understood that this release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Departing Executive’s employment with any Company Entity or the termination thereof or (2) Departing Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of the Agreement, any contracts, express or implied, any Company policy, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the release Employee Retirement Income Security Act of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal1974, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act, the Massachusetts General Laws Chapter 151B); • under ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York Human Rights Law, the New York City Human Rights Law, all as amended, and any other federal federal, state or state statute; • local law (the “Release”). This Release specifically includes, but is not limited to, any claims based upon the right to the payment of defamation or other torts; • of violation of public policy; • for wages, incentive and performance compensation, bonuses, incentive compensationvacation, vacation pay stock benefits or any other compensation or employee benefits, either or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the Massachusetts Wage Actbasis of race, M.G.L. c. 149color, §§ 148-150Cage, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or otherwise; physical disability, denial of family and • for damages medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; basis prohibited by law provided, however, notwithstanding anything to the contrary set forth herein, that this release Release shall not affect my extend to (i) benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the Effective Date, (ii) Departing Executive’s rights to Severance Benefits, provided he complies with his obligations herein; (iii) any claims Departing Executive may have for indemnification pursuant to law, contract, Company governance documents, or Company policy, (iv) any claims for coverage under the Bank’s Section 401(k) planany applicable directors’ and officers’ insurance policy, or any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contractsin accordance with the terms of such policy, governing documents or bylaws(v) any claims arising from events that occur after the Effective Date. In additionNotwithstanding this release of liability, nothing in this release shall affect my rights arising Separation Agreement prevents Departing Executive from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Departing Executive understands and agrees that Departing Executive is waiving any and all rights to recover any monetary or personal relief or recover as a customer result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions iii. Departing Executive understands that the Release includes a clientrelease of claims arising under the Age Discrimination in Employment Act (the “ADEA”). FurthermoreDeparting Executive understands and warrants that Departing Executive has been given up to forty-five (45) days to review and consider this Separation Agreement, nothing and Departing Executive further warrants that Departing Executive understands that Departing Executive has a period of seven days (7) after his execution of this Separation Agreement to revoke it by notice in this release shall affect my rights writing to pursue Claims against individuals based the Company (the “Revocation Period”). This Separation Agreement will be effective on actions taken in their personal capacities that are unrelated in any way the eighth (8th) day after the Departing Executive signs the Separation Agreement, provided he does not exercise his right to my employment with revoke it during the Bank or its terminationRevocation Period (such date, the “Effective Date”).Departing Executive. iv. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any Departing Executive fully understands the final and binding effective of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party Release contained herein and I have not filed with any agency or court any Claim released by this Releaseother covenants of the Separation Agreement, including the waiver of all claims under the ADEA.

Appears in 2 contracts

Sources: Separation Agreement (Warren Resources Inc), Separation Agreement (Warren Resources Inc)

Release of Claims. I voluntarily In consideration of the Severance Benefits, the Additional Benefits, and other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally, completely and without condition release and forever discharge the Bank, FivePrime and its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersofficers, employees, stockholders, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (together, the “Released Persons”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor in any way relate to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes: (a) all claims arising out of or in any way related to your employment with FivePrime, without limitation, or the release of all Claims: • relating decision to my employment by the Bank and the termination of my terminate your employment; • of wrongful discharge(b) all claims related to your compensation or benefits from FivePrime, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted shares, or any other ownership interests in FivePrime; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims under the Offer Letter, or the Severance Agreement; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended) (“ADEA”), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct the California Fair Employment and Housing Act (as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseamended).

Appears in 2 contracts

Sources: Confidential Resignation Agreement and General Release of Claims, Confidential Resignation Agreement and General Release of Claims (Five Prime Therapeutics Inc)

Release of Claims. I voluntarily release In exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release, acquit and forever discharge the Bank, Company and its affiliated and related parent or subsidiary entities, successors, predecessors and affiliates, and its predecessorsand their directors, successors officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that release granted in this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsparagraph. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermoreyou covenant not to ▇▇▇, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feesinitiate, or costs from continue any of the Releasees legal or administrative proceeding with respect regard to any Claim or all claims you have released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseherein.

Appears in 2 contracts

Sources: Separation Agreement (Chordiant Software Inc), Separation Agreement (Chordiant Software Inc)

Release of Claims. I In consideration for, among other terms, the Severance Pay and Benefit Payment, which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, administrators, representatives, successors and assigns (together with you, the “Releasors”), voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, managers, members, investors, independent contractors, partners, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you or any other Releasor have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation law; • under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act; • under the Worker Adjustment and Retraining Notification (“WARN”) Act or any state mini-WARN law; • under the California Fair Employment and Housing Act, Claims of disability discrimination or retaliation the California Family Rights Act and the California Labor Code; • under the Americans with Disabilities Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Claims of discrimination or retaliation under Title VII Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); • under the New Jersey Conscientious Employee Protection Act and the West Virginia Human Rights Act (provision 3.2.b); • under the New York State Human Rights Law, the New York Labor Law, the New York State Correction Law, the New York State Civil Rights Act Law, Section 125 of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)New York Workers’ Compensation Law, the New York City Human Rights Law; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy, including COBRA; • for wages, bonuses, incentive compensation, expenses, commissions, overtime, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise, and in each case to the fullest extent permitted by applicable law, and any Claims under MGL c. 151B; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your rights under the Bank’s Section this Agreement and to any vested benefits under any 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right plan and Health Savings Account. You agree not to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party. You acknowledge and agree that except as expressly specified in this Agreement, you are not entitled to any wages, salary, vacation pay, bonuses, severance, equity or any other compensation or benefits from the Company or its affiliates. The Company shall permit you to retain your Company laptop, monitor and associated computer equipment, provided that you promptly delete any Company confidential information and other information contained on or in such equipment. If you are located in California, the following (i), (ii) and (iii) apply to you: (i) In furtherance of your release of Claims, known and unknown, you hereby expressly waive any and all benefits you may have, if any, under Section 1542 of the California Civil Code (“Section 1542”). The Company represents that Section 1542 states the following: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and I that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (ii) The Company further states that for purposes of this Agreement, the terms “creditor” and “releasing party” in Section 1542 refers to you and the term “debtor” and “released party” in Section 1542 refers to the Company. You acknowledge that you are releasing unknown claims and waiving all rights you have or may have under Section 1542 or under any other statute or common law principle of similar effect; provided that you are not filed waiving any rights or claims that may arise out of acts or events that occur after the date on which you sign this Agreement. (iii) Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. You are advised to consult with an attorney before signing this Agreement. If you are located in Washington State, the following applies to you: Nothing contained in this Agreement or the Ongoing Obligations limits your ability to disclose or discuss conduct, or the existence of a settlement (other than the amount paid in any agency such settlement) involving conduct, that you reasonably believe under Washington state, federal, or court any Claim released common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy regardless of whether the conduct occurred at the workplace, at work-related events coordinated by or through the Company, between employees, or between the Company and an employee, whether on or off Company premises. If you are located in Oregon, you agree that your signature to this ReleaseAgreement constitutes a request to enter into this Agreement.

Appears in 2 contracts

Sources: Separation Agreement (Jade Biosciences, Inc.), Separation Agreement (Jade Biosciences, Inc.)

Release of Claims. I voluntarily release and forever discharge In exchange for the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansconsideration provided under this Agreement, and except for obligations undertaken in this Agreement, Executive hereby generally and completely releases the current Company and former its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive executes this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to Executive's employment with the Company; (b) all claims related to Executive's compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options (specifically including, but not limited to, any claim related to payment of the foregoing in their official and personal capacities amount of $151,250 (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) thatbefore taxes), as a result of his Election to Surrender Stock Options dated July 23, 2002 with respect to 31,250 option shares of the date when I sign this ReleaseCompany's stock), I haveor any other ownership interests in the Company, ever hadprovided, now claim however, that any Vested Awards, and any other vested right under a written employee benefit plan, shall continue in full force and effect subject to have or ever claimed to have had against any or their terms and conditions; (c) all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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 Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the release in the preceding sentence, Executive shall not hereby surrender any right or claim he may have to indemnification by the Company or its insurers pursuant to the Company's certificate of incorporation, by-laws, written indemnification agreements, or insurance policies, or applicable law, and Executive shall continue to have all such rights and benefits for the remainder of the Term of his employment by the Company and thereafter. As of the date of this Agreement, the Company's Chairman and Chief Executive Officer has no actual knowledge of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseExecutive.

Appears in 1 contract

Sources: Employment Agreement (Icn Pharmaceuticals Inc)

Release of Claims. I voluntarily release A. For good and forever discharge valuable consideration, including the BankCompany’s provision of a severance payment and benefits as set forth in Sections 1 and 3 of the Separation Agreement, its affiliated Executive hereby releases and related entitiesdischarges the Company, its the Partnership (as defined in the Separation Agreement) and each of their affiliates, subsidiaries, partners, members, predecessors, successors and or assigns, its employee benefit plans and fiduciaries of such plansalong with their respective owners, and the current and former partners, officers, directors, shareholdersmembers, employees, agents, attorneys, accountants successors, administrators and agents of insurers (collectively the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsliabilities and causes of action, damages whether statutory or common law, which are now known, or reasonably should be known, to ▇▇▇▇, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and liabilities all claims or causes of every name and nature, known action relating to any matter occurring on or unknown (“Claims”) that, as of prior to the date when I sign that Executive executed this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against including without limitation any or all of the Releasees. This includes, without limitation, the release of all Claimsalleged violation of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under i) the Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under as amended; (ii) Title VII of the Civil Rights Act of 1964 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Claims Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination law; (xii) any state or federal wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xvi) any and all claims Executive may have arising out of, or as the result of any form breach of, the Employment Agreement (as defined in the Separation Agreement), that certain Severance Agreement dated as of discrimination or retaliation that is prohibited by June 12, 2009 between Executive and the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesPartnership, bonuses, incentive compensation, vacation pay or any other contract, incentive compensation plan or benefitsagreement, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cunit subscription agreement, or otherwise; and • for damages stock option plan or other remedies of agreement with any sortCompany Party (collectively, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesthe “Released Claims”); provided, however, that this release shall does not affect my rights under apply to the BankCompany’s Section 401(kobligations to Executive that may arise under: (i) planthe Separation Agreement; (ii) the Cobalt International Energy L.P. Deferred Compensation Plan; and (iii) to the extent applicable, any other “employee benefit plan” the Class D Award Agreement (as defined in Section 3(3the Separation Agreement) and the LTIP (as defined in the Separation Agreement) as a result of Executive’s continuing ownership of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing 45,000 Class D Restricted Shares referenced in Section 3 of the Separation Agreement; (iv) any rights of defense or indemnification which would be otherwise afforded to the Executive under the Agreement Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries or any written indemnification agreement by and between Company and the Executive; (including the right to payment of v) any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of defense or indemnification which would be otherwise afforded to the Executive under any liability or defense for claims against me based on my status and conduct as an officer other insurance policy maintained by Company; (vi) any rights of the Bank Executive under any applicable insurance policyhealth, contractsmedical and welfare benefit programs; and (vii) such other rights or claims as may arise after the date of this Agreement.. This Release is not intended to indicate that any Released Claims exist or that, governing documents if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Additionally, the Company hereby RELEASES AND FOREVER DISCHARGES Executive from any and all legal responsibilities, claims, rights of action, causes of action, suits, debts, liabilities, judgments, demands, damages, costs, attorneys’ fees, expenses and all claims of any kind and all damages of any kind on account of, arising from, related to, or bylaws. In additionin any way growing out of Executive’s employment or separation from employment with Company and which are now known, or reasonably should be known, to the Company and based upon any facts occurring prior to the date Company executes this Agreement. B. Notwithstanding this release of liability, nothing in this release shall affect my rights arising Release prevents Executive from filing any relationship that I may have non-legally waivable claim, including a challenge to the validity of this Release with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a clientcomparable state or local agency proceeding or subsequent legal actions. FurthermoreFurther, nothing in no event shall the Released Claims include any claim which arises after the date this release shall affect my Release is executed by Executive, including any claim to enforce Executive’s rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with under the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSeparation Agreement.

Appears in 1 contract

Sources: Separation Agreement (Cobalt International Energy, Inc.)

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansProvided that this Agreement becomes effective as specified in Section 13 herein, and except as otherwise provided in this Agreement, in exchange for the current consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and former completely release the Company and its directors, officers, directorsemployees, shareholders, employeesmembers, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (1) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, 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; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state or state, and local law (statutory claims, including, without limitationbut not limited to, Claims of age discrimination claims for discrimination, harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B(as amended); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act (as amended), my continuing rights the California Labor Code, and the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”). Notwithstanding the foregoing, this release does not extend to (i) any payments or benefits receivable or obligations incurred or specified under this Agreement, (ii) claims under the Indemnification Agreement described in Section 18 of this Agreement, (including the iii) any other right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status acts in the course and conduct as an officer scope of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my your employment with the Bank Company or its termination. I agree that I shall not seek service as a member of the Company’s Board of Directors pursuant to applicable law or accept damages the Company’s Certificate of any nature, other equitable Incorporation or legal remedies for my own benefit, attorney’s feesBylaws, or costs from (iv) any of rights or coverage to which you may be entitled under the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party Company’s director and I have not filed with any agency or court any Claim released by this Releaseofficer liability insurance policy(ies).

Appears in 1 contract

Sources: Resignation Agreement (Discovery Partners International Inc)

Release of Claims. I voluntarily release In consideration for the payments and forever discharge other benefits described in Section 3 of the BankSeverance Benefits Agreement, its affiliated Executive hereby fully and related entitiesfinally releases, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planswaives, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of discharges any and all of legal claims against the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of Company that he has through the date when I sign on which he signs this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includesfull and final release, waiver, and discharge extends to legal and equitable claims of any kind or nature whatsoever including, without limitation, the release of all Claims: • relating to my employment by following: (a) All claims that Executive has now, whether or not he now knows about the Bank claims; (b) All claims for attorney's fees and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or costs; (c) All claims for alleged discrimination against him under any applicable federal, state or state, and local law (including, without limitation, Claims rights and claims of age discrimination or retaliation under the federal Age Discrimination in Employment Act, Claims of disability Act (“ADEA”) and federal Older Workers Benefits Protection Act (“OWBPA”); and discrimination or retaliation claims under the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (“CFEHA”), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (“Title VII”), and Claims the Americans With Disabilities Act (“ADA”); (d) All claims arising out of his employment and the termination of his employment and service as an officer with the Company, including, but not limited to, any form alleged breach of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing; (e) All claims for any other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and service as an officer with the Company; and (f) All claims for wagesany other form of pay, bonusesfor example bonus pay, incentive compensationpay, vacation pay or any other compensation or benefitsholiday pay, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedsick pay. Provided, however, that this the foregoing does not constitute a release shall not affect my rights or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, and the BankCompany’s Section certificate of incorporation and bylaws, (b) any vested interest he may have in any 401(k) planplan by virtue of his employment with the Company, (c) any other “employee benefit plan” as defined in Section 3(3rights or claims that may arise after it this Agreement is signed, (d) of any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (e) the Employee Retirement Income Security Actpayments and benefits specifically promised to Executive under this Agreement, 29 U.S.C. § 1002(3), my continuing rights under the Agreement or (including f) the right to payment institute legal action for the purpose of enforcing the provisions of this Agreement. Executive also hereby waives any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights reinstatement to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank Company. For purposes of this Section 2, “Executive” includes anyone who has or obtains any legal rights or claims through Executive, and the term “Company” means Nile Therapeutics Inc., and its termination. I agree that I shall not seek past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or accept damages assigns of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any all of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseforegoing entities.

Appears in 1 contract

Sources: Severance Benefits Agreement (Nile Therapeutics, Inc.)

Release of Claims. I In consideration for, among other terms, the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, together with Novelion Therapeutics, Inc., its and their subsidiaries, and affiliated and related entities, its and their respective predecessors, successors and assignsassigns (collectively, the “Affiliates”), its and their respective employee benefit plans plans, equity incentive plans, and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Company Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesCompany Releasees relating to or arising from your employment with the Company or termination or your employment with the Company. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • arising from your Employment Agreement dated November 28, 2016, as amended; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Employee Retirement Income Security Act and the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statutestatute (including, without limitation, Claims under the Fair Labor Standards Act); • of defamation under the Ontario Employment Standards Act, 2000 and the British Columbia Employment Standards Act, the Ontario Human Rights Code and the British Columbia Human Rights Code, and any other applicable Canadian or provincial law, regulation or other torts; • of violation of public policyrequirement (each as amended from time to time); • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my (a) Claims that arise after the Effective Date of this Agreement, (b) your rights under this Agreement, (c) your vested rights under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined (d) your rights to the options and RSUs discussed above in Section 3(33, (e) your rights to continued health insurance coverage pursuant to COBRA, (f) your rights to indemnification arising under the Company’s or any Affiliate’s bylaws, contracts/agreements or otherwise by law, (g) your right to coverage under the Company’s or any Affiliate’s D&O insurance policy; (h) your right to contribution in the event that a judgment is entered against you for which you and the Company or any of the Employee Retirement Income Security Actother Company Releasees are found to be jointly liable, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the i) your right to payment the tax consultation expense reimbursement and the tax equalization benefit as described in Section 10 and 11 of any bonus for which an award has been determined but has your Employment Agreement dated November 28, 2016; or (j) Claims that cannot been paid during the term of employment), any statutory right be lawfully waived or released. You agree not to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Company Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.

Appears in 1 contract

Sources: Resignation Agreement (Novelion Therapeutics Inc.)

Release of Claims. I In consideration for, among other terms, the Lump Sum Payment, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank Company and the termination of my your decision to resign from such employment; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Pennsylvania Minimum Wage Act, M.G.L. c. 149, 43 Pa. Stat. §§ 148333.101-150C115, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your vested rights under the BankCompany’s Section 401(k) planplan or your rights under this Agreement and nothing herein releases any claims that you have or may have against the Company regarding (a) the performance or nonperformance of obligations arising under this Agreement, any other “employee benefit plan” as defined in Section 3(3) including without limitation payment of the Employee Retirement Income Security Actbenefits and equity set forth in Sections 2 and 3 hereof, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of b) any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status Company that may arise after this Agreement has become effective, (c) any indemnification and conduct defense rights available to you as an officer or director of the Bank Company, or (d) continued healthcare coverage under any applicable insurance policy, contracts, governing documents an employee health plan pursuant to COBRA or bylawssimilar state law. In addition, nothing You acknowledge that the resignation of your employment in accordance with this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I Agreement shall not seek or give rise to any Claims. You agree not to accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.

Appears in 1 contract

Sources: Resignation Agreement (Ansys Inc)

Release of Claims. I voluntarily In consideration of the Severance Benefit, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with the Bank for post-termination rights or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to benefits under my employment with agreement and any claim for indemnification from the Bank Company under my employment agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.

Appears in 1 contract

Sources: Employment Agreement (Endurance International Group Holdings, Inc.)

Release of Claims. I voluntarily release In exchange for the payments and other considerations under this Agreement to which you would not otherwise be entitled, you hereby release, acquit and forever discharge the BankCompany, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansaffiliates, and the current and former their officers, directors, shareholders, employees, attorneysshareholders and agents, accountants of and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorney's fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity or otherwise, known or unknown (“Claims”) thatunknown, as suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date when I sign you execute this ReleaseAgreement, I haveincluding (but not limited to): all claims and demands directly or indirectly arising out of or in any connection with the Offer Letter, ever had, now claim to have your employment with the Company or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my your employment; all claims or demands related to salary, bonuses, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, severance benefits, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under and all claims and demands pursuant to any federal, state or local law law, including (includingbut not limited to) the federal Civil Rights Act of 1964, without limitationas amended, Claims of age discrimination or retaliation under the federal Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under as amended ("ADEA"), the federal Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII the Washington Law Against Discrimination in Employment, tort law and contract law, including (without limitation) chime for wrongful discharge, discrimination, fraud, defamation, harassment, emotional distress, and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)fair dealing; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, provided however, that this the foregoing release of claims shall not affect my rights under apply to any right of indemnification that you may have pursuant to the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) Bylaws of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment Company as a consequence of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct your service as an officer officer, director or employee of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseCompany.

Appears in 1 contract

Sources: Separation Agreement (Quinton Cardiology Systems Inc)

Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, ▇▇▇▇▇▇ hereby releases, acquits and forever discharge discharges the BankCompany and its owners, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, agents, independent contractors, members, executors, partners, joint venturers, administrators, parent, subsidiaries, assigns, associates, affiliates, and attorneys, accountants as well as all persons or companies acting by, under, through or in concert with any of them (the "Released Parties"), of and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys' fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with Ketkar’s employment with the date when I sign this Release, I have, ever had, now claim to have Company or ever claimed to have had against any or all the separation of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; claims or demands related to salary, vacation, fringe benefits, expense reimbursements, separation pay, equity or stock, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (law, statute, or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Family and Medical Leave Act, as amended (the "FMLA"); the federal Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under ; the Americans with Disabilities federal Older Workers Benefit Protection Act; the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; the California Family Rights Act, as amended; the California Fair Pay Act; the California Labor Code; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151Bfair dealing ("Release"); • under any other federal or state statute; • of defamation . This Release does not prohibit ▇▇▇▇▇▇ from participating in an Equal Employment Opportunity Commission ("EEOC") or other torts; • of violation of public policy; • for wagesfederal, bonusesstate or local administrative agency investigation or proceeding. However, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages ▇▇▇▇▇▇ agrees to waive his right to monetary or other remedies recovery should any claim be pursued with the EEOC or administrative agency on his behalf arising out of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under or related to his employment with and/or separation from the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsCompany. In addition, nothing in this release Release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated not be construed in any way to my employment with the Bank waive any rights or its termination. I agree benefits that I shall may not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect be waived pursuant to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.

Appears in 1 contract

Sources: Separation and Release Agreement (Arcadia Biosciences, Inc.)

Release of Claims. I voluntarily As a condition of the Company’s willingness to enter into this Separation Agreement, and in consideration for the Company’s agreements contained in this Separation Agreement (including, without limitation, the Company’s release of claims and covenant not to sue provided in Section 5), the Executive, for, and with the intention of binding, himself and the other Executive Releasors (defined below), hereby releases, waives and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansthe other Company Releasees (defined below) from, and the current hereby acknowledges full accord and former officerssatisfaction of, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of action, damages and liabilities of every name and natureany kind whatsoever (upon any legal or equitable theory, known whether contractual, common law or unknown (“Claims”) thatstatutory, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that the Executive and the Executive Releasors, or any of them, ever had, now has or hereafter may have against the Company and the other Company Releasees up to and including the date the Executive executes this Separation Agreement (collectively, the “Executive Released Claims” and each an “Executive Released Claim”). Without limiting the generality of the foregoing, the Executive and the other Executive Releasors hereby release and forever discharge the Company and the other Company Releasees from: (i) any and all claims relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment; (ii) any and all claims of employment discrimination, harassment or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act of 2008, the Family Medical Leave Act, the Health Insurance Portability and Claims Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security Act, the Constitution of Nevada, Nevada Revised Statutes (“N.R.S.”) § 608.017 (wage discrimination based on sex), N.R.S. §§ 613.310 - 613.345 (unlawful employment practices), the Nevada Occupational Safety and Health Act (N.R.S. § 618.005 et seq.), any form Nevada state civil rights act, any state statutory wage claim as set forth in Chapter 608 of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under N.R.S., and any other federal or laws of the State of Nevada, the Constitution of Texas, the Texas Labor Code, including but not limited to Chapter 21 (Employment Discrimination), Chapter 61 (Payment of Wages), and Chapter 411 (Workers’ Health and Safety), any Texas state statute; • of defamation or other torts; • of violation of public policy; • for wagescivil rights act, bonuses, incentive compensation, vacation pay or and any other compensation or laws of the State of Texas; (iii) any and all claims for employee benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damagesany and all claims under the federal Employee Retirement Income Security Act of 1974, punitive damages, injunctive relief and attorney’s feesincluding as such law has been or may be amended; provided, however, that nothing in this Section 4(a) is intended to release, diminish, or otherwise affect any vested monies or other vested benefits to which the Executive may be entitled from, under, or pursuant to any savings or retirement plan of the Company; (iv) any and all claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and (v) any and all claims for monetary recovery, including, without limitation, monetary recovery or awards as may be provided by statute, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements and the like. By entering into this Separation Agreement, the Executive represents and agrees that the failure of this Separation Agreement to specifically identify or enumerate above any statute, ordinance, or common law theory under which he releases claims is not intended by the Executive or the Company to limit, diminish or impair in any way the Executive’s intended and actual release shall of all claims, demands, causes of action, and liabilities of any kind whatsoever against the Company and the Company Releasees. It is understood that the release of claims set forth in this Section 4(a) does not affect my serve to waive any rights or claims that: (i) to indemnification or insurance coverage, including officers and directors insurance coverage, under the Company’s organizational documents or insurance policies for acts and omissions occurring prior to the Separation Date, (ii) rights under any consulting agreement entered into between the Bank’s Section 401(kCompany or any of its affiliates and the Executive after the Separation Date, (iii) plan, any other “employee benefit plan” claim by the Executive against the Company or its affiliates for breach of the express terms of the Merger Agreement and any Transaction Agreement (as defined in Section 3(3the Merger Agreement) and any indemnification letter agreement or similar agreement entered into in connection with the Merger Agreement, (iv) any claim by a party hereto pursuant to law, that cannot be waived or subject to a release of this kind, such as claims for unemployment or workers’ compensation benefits, rights to vested benefits under any applicable welfare, retirement and/or pension plans, or rights to defense and indemnification, if any, from the Company for actions taken by the Executive in the course and scope of the Employee Retirement Income Security ActExecutive’s employment with the Company; (v) claims, 29 U.S.C. § 1002(3)actions, my continuing or rights arising under or to enforce the Agreement terms of this Separation Agreement; or (including vi) the right to payment file a charge with an administrative agency or participate in an agency investigation, provided, however, that the Executive hereby waives his right to recover any money in connection with such charge or investigation, with the exception of any bonus for which an award has been determined but has not been paid during payments or awards under the term of employmentfederal Securities Whistleblower Incentives program (see 17 C.F.R. §§ 240.21F-1 - 240.21F-18, as may be amended), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In additionMoreover, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank Separation Agreement limits or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feeswaives, or costs from any is intended to limit or waive, the Executive’s right pursuant to the Older Workers Benefit Protection Act to seek a judicial determination of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevalidity of the Separation Agreement’s waiver of claims under the ADEA.

Appears in 1 contract

Sources: Separation Agreement (Strive, Inc.)

Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or her opportunity for employment following the Closing Date. This release of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to my employment with be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the Bank or its termination. I agree that I shall past, Releasor will not seek or accept damages of any naturepersonal relief in connection with such charge, claim, civil action, suit or other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseproceeding.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. I voluntarily release Employee covenants not to ▇▇▇, and fully and forever discharge releases and discharges, the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all other Releasees from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all legally waivable claims, liabilities, damages, demands, debts, damages and causes of action or liabilities of every name and natureany nature or kind, whether now known or unknown (“Claims”) thatunknown, as arising out of or in any way connected with Employee’s employment with the date when I sign this Release, I have, ever had, now claim to have Company or ever claimed to have had against any of its affiliates or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my such employment; provided, however, that nothing in this Agreement shall either waive any rights or claims of wrongful dischargeEmployee (a) that arise after Employee signs this Agreement; (b) to enforce the terms of breach this Agreement; or (c) for accrued benefits of contract; • Employee or his beneficiaries under the terms of retaliation the Company’s medical, dental, life insurance or discrimination defined contribution retirement plans. This release includes but is not limited to claims arising under federal, state or local law (includinglaws concerning employment discrimination, without limitationtermination, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actand equal opportunity, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under including but not limited to Title VII of the Civil Rights Act of 1964 1964, as amended, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), as amended, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, as amended, the Worker Adjustment and Claims Retraining Notification Act of any form of discrimination or retaliation that is prohibited by 1988, as amended, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Family and Medical Leave Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Michigan Persons with Disabilities Civil Rights Act, 29 U.S.C. § 1002(3and the Michigan Constitution (including but not limited to fiduciary claims), my continuing rights under the Agreement (including the right to payment of any bonus claims for which an award has been determined but has not been paid during the term of employment)attorneys’ fees or costs, any statutory right to earned but unpaid wages, including vacation pay, and all statutory or common law rights provisions relating to or affecting Employee’s employment by the Company or its affiliates, and any and all claims in contract, tort, or premised on any other legal theory. Employee acknowledges that he is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. This provision is intended to constitute a general release of indemnification or defense for all of Employee’s presently existing covered claims against me based on my status the Releasees, to the maximum extent permitted by law. Notwithstanding anything herein to the contrary, this Agreement does not purport to waive any claim for worker’s compensation or unemployment benefits and conduct as an officer of the Bank under does not purport to waive or affect any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship claim that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall cannot seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim be released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasean agreement voluntarily entered into between private parties.

Appears in 1 contract

Sources: Separation Agreement (Superior Industries International Inc)

Release of Claims. I voluntarily release (a) In exchange for the payment of the amount in lieu of the 2017 performance bonus as set forth in Section 2, the Severance Pay as set forth in Section 4 above and forever discharge as partial consideration for the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries accelerated vesting of such plansthe RSAs as set forth in Section 5 above, and other consideration provided to you by this Agreement that you are not otherwise entitled to receive, to the fullest extent permitted by law, you hereby generally and completely release the Company and its current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including salary, bonuses (except as set forth in Sections 2 and 4 above), vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation other claims arising under Title VII of the Civil Rights Act of 1964 1964, the California Fair Employment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Housing Act, M.G.L. c. 149the Age Discrimination in Employment Act of 1967, §§ 148-150Cthe Americans with Disabilities Act, or otherwise; the Fair Labor Standards Act, the National Labor Relations Act, the Family and • for damages or other remedies of any sortMedical Leave Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActAct of 1974, 29 U.S.C. § 1002(3as amended (“ERISA”), my continuing rights under the Agreement Workers Adjustment and Retraining Notification Act the California Fair Employment and Housing Act (including as amended) and all other laws and regulations relating to employment. (b) The Company voluntarily and irrevocably releases and discharges you and your executors and administrators generally from all charges, complaints, claims, promises, agreements, causes of action, damages, and debts that relate in any manner to your employment with or services for the right Company, known or unknown which the Company has, claims to payment have, ever had, or ever claimed to have had against you through the date upon which you execute this Agreement. This general release of any bonus for which an award has been determined but has not been paid during the term claims includes, without implication of employment)limitation, any statutory right all claims related to earned but unpaid wagesyour services or termination as a director, including vacation payofficer, statutory employee, agent, or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer fiduciary of the Bank under any applicable insurance policy, contracts, governing documents Company or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with your activities on behalf of the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated Company in any way to my employment with the Bank such capacity; provided however, that this general release of claims excludes any acts or its termination. I agree omissions that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs would be excluded from any exculpation under Section 102(b)(7)(ii) of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseDelaware General Corporation Law.

Appears in 1 contract

Sources: Resignation Agreement (Innoviva, Inc.)

Release of Claims. I voluntarily In exchange for the compensation, payment(s), benefits, promises and other consideration provided to you under this Agreement, to the fullest extent permitted by law, you waive, release and forever discharge the Bank, its affiliated JFG and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of Releasees (as defined below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsgrievances, injuries, controversies, agreements, covenants, promises, debts, damages and liabilities accounts, actions, causes of every name and natureaction, suits, arbitrations, sums of money, wages, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown (“Claims”) thatunknown, as of the date when I sign this Releasein law or in equity, I haveby contract, ever hadtort, now claim or pursuant to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (statute, regulation, ordinance or common law, which you now have, ever have had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to you, from the beginning of time until the date you sign this Agreement, arising out of or relating in any way to your employment relationship or the termination of your employment with JFG and Releasees. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, without limitation, Claims of age discrimination or retaliation under but not limited to the following federal and state laws: Age Discrimination in Employment Act (“ADEA”), Older Workers’ Benefits Protection Act, Claims Rehabilitation Act of disability discrimination or retaliation under the Americans with Disabilities 1973, Worker Adjustment and Retraining Notification Act, Claims of discrimination or retaliation under 42 U.S.C. Section 1981 et seq., Title VII of the Civil Rights Act of 1964 1964, Equal Pay Act of 1963, Family and Claims Medical Leave Act of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages1993, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, Americans With Disabilities Act of 1990, Title II of the Genetic Information Nondiscrimination Act of 2008, Labor Management Relations Act of 1947, Uniform Services Employment and Reemployment Act of 1994, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Section 922 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, 29 U.S.C. § 1002(3)New York State Human Rights Law, my continuing rights under New York State Constitution, New York Labor Law, New York Civil Rights Law, New York Executive Law, and New York City Human Rights Law, including all amendments to any of the Agreement (including the right to payment of foregoing. You also release and waive any bonus and all claims for future personal and monetary relief in connection with any class action for which you may be a class member, as well as in any action brought by the federal Equal Employment Opportunity Commission (“EEOC”) or state equivalent agency. If you receive any such personal or monetary relief for damages you claim to have experienced in any such action, you agree JFG will be entitled to an award has been determined but has not been paid during offset for the payment(s) made to you under this Agreement. For purposes of this Agreement, the term “JFG and Releasees” includes JFG and JFG’s parents, subsidiaries, affiliates, related companies, partnerships and joint ventures, predecessors, successors and assigns, and with respect to each such entity, all of employment)its past and present employees, any statutory right to earned but unpaid wagesofficers, including vacation paydirectors, statutory or common law rights shareholders, owners, representatives, agents, attorneys, assigns, insurers, employee benefits plans and such plans’ administrators, fiduciaries, trustees, assigns and agents, and each of indemnification or defense for claims against me based on my status its and conduct as an officer their respective successors and assigns, each and all of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken them in their personal capacities that are unrelated in and representative capacities, and any way to my employment with the Bank other persons or its termination. I agree that I shall not seek or accept damages entities acting on behalf of any nature, other equitable of these persons or legal remedies for my own benefit, attorney’s feesentities. Nothing in this Agreement constitutes a release or waiver by you of, or costs prevents you from making or asserting: (i) any claim or right under COBRA; (ii) any claim or right for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of the Releasees with respect a qualified employee pension benefit plan or 401K plan; (iv) any claim or right that arises after you sign this Agreement; (v) any claim or right under your personal brokerage account maintained at Jefferies LLC; or (vi) any claim or right under this Agreement. Nor are you releasing any rights to indemnification or directors and officers coverage under governing Company by-laws, policies, and/or procedures. If it is determined that any Claim released claim covered by this Release. I represent that I have paragraph cannot assigned be released as a matter of law, this release of claims will remain valid and fully enforceable as to any third party and I have not filed with any agency or court any Claim the remaining released by this Releaseclaims.

Appears in 1 contract

Sources: Separation Agreement (Jefferies Financial Group Inc.)

Release of Claims. I voluntarily i. In consideration of the Severance Pay, and other mutually agreed upon consideration, you voluntarily, irrevocably, and unconditionally release and forever discharge the BankCompany and its former and present owners, its affiliated and related entitiesparents, its shareholders, predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersagents, directors, shareholdersofficers, employees, attorneysofficers, accountants subsidiaries, and agents affiliates, and all persons acting by, under, or in concert with any of them (collectively, “Company Releasees”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all complaints, claims, demands, debtscontracts, damages liabilities, actions, causes of action, promises, or rights of any nature whether known or unknown and liabilities whether in law or in equity which you now own or hold or have at any time owned or held against Company Releasees arising out of every name or in any way connected with your employment relationship with or separation from employment and natureany other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown (“Claims”) thatunknown, as resulting from any act or omission by or on the part of Company Releasees committed or omitted on or prior to the date you sign this Agreement. Without limiting the generality of the date when I sign foregoing, this Release, I have, ever had, now claim to have or ever claimed to have had against release includes all claims that are capable of release under any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state state, or local law (includingor regulation dealing with the employment relationship, without limitationincluding but not limited to employment discrimination, Claims harassment, and retaliation based on any protected category, whistleblower claims, and the payment of age wages, salary, vacation, and bonuses, including but not limited to statutes such as federal and state discrimination or retaliation under the Age Discrimination in Employment Actlaws, Claims of disability discrimination or retaliation under the Americans with Disabilities Actwage and hour laws, Claims of discrimination or retaliation under whistleblower laws, Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, state and federal False Claims of any form of discrimination or retaliation that is prohibited by Act, the Worker Adjustment and Retraining Act (WARN), the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesFair Employment Practices Law, bonusesthe Massachusetts Civil Rights Act, incentive compensationthe Massachusetts Equal Rights Act, vacation pay or any other compensation or benefitsthe Minimum Fair Wage Act, either under the Massachusetts Plant Closing Law, the Massachusetts Wage Act, M.G.L. c. 149the Massachusetts Equal Pay Act, §§ 148-150Cthe Massachusetts Parental Leave Act, or otherwisethe Massachusetts Sexual Harassment Statute, all as amended; any and • for damages or other remedies all claims under Massachusetts law and/or the law of any sortother states and localities that apply to your employment with Company; as well as all claims for emotional distress or pain and suffering; and/or any other statutory or common law claims, now existing or hereinafter recognized, known or unknown, including, but not limited to, breach of contract, whether oral or written, express or implied; promissory estoppel; any tort, including, without limitation, assault, battery, libel, slander, defamation, misrepresentation, intentional interference with contract, fraud, wrongful discharge, or any claim for equity or other benefits; or any other statutory and/or common law claim. ii. You specifically and expressly acknowledge that this Agreement is intended to include and extinguish all claims, known and unknown, which exist up to and including the date you sign this Agreement and which arise from your employment with Company or separation from employment and that no possible claim against Company Releasees would materially affect or change your complete and voluntary acceptance of this Agreement, even if such claim were unknown at the time of signing of this Agreement and discovered after that signing. iii. You have not initiated, and shall not initiate, against any of the Company Releasees any claim, action, or proceeding pertaining in any manner to a released claim. iv. You represent and agree that: (a) you have been paid all monies that are owed to you, other than as set forth in this Agreement; (b) the payments and benefits set forth in this Agreement, together with payments and benefits previously provided to you, are complete payment, settlement, accord and satisfaction with respect to all obligations and liabilities of Company Releasees to you, and with respect to all claims, causes of action and damages that could be asserted by you against Company Releasees regarding your employment with, change in employment status with, and/or termination from employment, including, without limitation, all claims for wages, salary, commissions, draws, car allowances, incentive pay, bonuses, business expenses, paid time off, stock and stock options, severance pay, attorneys’ fees, compensatory damages, punitive exemplary damages, injunctive relief or other compensation, benefits, costs or sums; (c) you have no known workplace injuries or occupational diseases; (d) you either have been provided or you have not been denied any leave requested under the Family and attorney’s feesMedical Leave Act, the Americans with Disabilities Act, or other applicable leave of absence laws; providedand (e) you have not complained and you are not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity by the Company Releasees. v. Notwithstanding anything to the contrary in this Section, however, that this release shall does not affect my include the release of any rights: (a) that cannot by law be released by private agreement, including but not limited to rights that cannot be released under the Bank’s Section 401(kFair Labor Standards Act of 1938 or rights relating to workers’ compensation and unemployment benefits; (b) planof indemnification or defense pursuant to applicable law, any other “applicable indemnification agreement between you and Company, Company’s Bylaws, or any policy of insurance (including D&O insurance) applicable to you, and subject to the terms and conditions of any such applicable agreements or policies; (c) any vested benefits or rights you may have under any employee benefit plan” as defined in Section 3(3) of plan pursuant to the Employee Retirement Income Security Act; or (d) to enforce this Agreement. vi. Nothing in this Agreement prevents you from cooperating with, 29 U.S.C. § 1002(3or participation in any proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency, except that you acknowledge and agree that you may not be able to recover any monetary benefits in connection with any such proceeding. Notwithstanding the foregoing, nothing contained in this Agreement prevents, impedes or interferes with your ability to engage in any activities that cannot be released as a matter of law under the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other governmental agency, commission or entity presiding over violations of federal law or regulation (“Government Agencies”), my continuing rights under the without notice to Company. This Agreement (including the does not prevent, impede or interfere with your right to payment of any bonus for which receive an award has been determined but has not been paid during the term of employment), for information provided to any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct Government Agencies as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsset forth above. In additionFurther, nothing in this release or Agreement shall affect my be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights arising from any relationship under federal or state discrimination laws, or the Company’s right to seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that I may have with you successfully challenge the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in validity of this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated and prevail in any way to my employment with the Bank claim under federal or its terminationstate discrimination laws. I agree that I shall The terms of this Agreement do not seek or accept damages of any nature, other equitable or legal remedies limit you from receiving an award for my own benefit, attorney’s fees, or costs from any of the Releasees with respect information provided under a whistleblower statute to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasegovernmental agency.

Appears in 1 contract

Sources: Employee Transition Separation Agreement (Seachange International Inc)

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current severance benefits and former other consideration as described in the attached separation agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, general release is to the maximum extent permitted by law and includes (without limitation, ) the release following: (A) all claims arising out of all Claims: • relating or in any way related to my your employment by with the Bank and Company or the termination of my that employment; • of wrongful discharge(B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (E) all federal, state or state, and local law statutory claims, including (including, without limitation) claims for discrimination, Claims of age discrimination harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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”), the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Release, and does not constitute a waiver or release of any indemnification the Company is required to provide to you under applicable law or pursuant to the Agreement Company’s corporate by-laws or insurance policies. This Release includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Release are any claims that by law cannot be waived in a private agreement between employer and employee including (including without limitation) the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.

Appears in 1 contract

Sources: Separation Agreement (Yahoo Inc)

Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or her opportunity for employment following the closing date of wrongful discharge; • the pending merger between Safeway and affiliates of breach Albertsons LLC (the “Closing Date”). This release of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to my employment with be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the Bank or its termination. I agree that I shall past, Releasor will not seek or accept damages of any naturepersonal relief in connection with such charge, claim, civil action, suit or other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseproceeding.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. I In consideration for, among other terms, the Severance Benefits and the Extended Exercise Period to which you acknowledge you would not be entitled absent this Agreement, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by and ending of your employment with the Bank and the termination of my employmentCompany; • of wrongful discharge; • of breach of contract; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964) • of wage and hour violations that may be legally waived and released, including, without limitation, all laws and regulations relating to the payment of wages, overtime or any other compensation or benefits • Claims under the Massachusetts Payment of any form of discrimination or retaliation that is prohibited by the Wages Law (Massachusetts General Laws Chapter 151B149, §§ 148, 150), Massachusetts General Laws Chapter 149 in its entirety, and Massachusetts General Laws Chapter 151 in its entirety (including but not limited to the minimum wage and overtime provisions); • under any other federal or state statutestatute or regulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay pay, garden leave or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, liquidated damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my release your rights (i) under this Agreement, (ii) for workers’ compensation benefits or for unemployment benefits to the extent you are otherwise eligible for such benefits, (iii) to vested benefits under any Company employee benefit plan in which you are a participant; and (iv) your rights to indemnification under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights bylaws and to coverage under the Agreement (including Company’s insurance policies, in accordance with the right to payment of any bonus for which an award Company’s by-laws and insurance policies. You acknowledge and represent that, except as expressly provided in this Agreement, the Company has been determined but has not been paid during the term of employment)or provided all salary, any statutory right to earned but unpaid wages, including vacation paybonuses, statutory accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you. You specifically represent that you are not due to receive any payments or common law rights of indemnification or defense for claims against me based on my status and conduct benefits from the Company other than as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsset forth herein. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Release.party. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Appears in 1 contract

Sources: Severance Agreement (Upstream Bio, Inc.)

Release of Claims. I voluntarily release In exchange for the consideration set forth in this Agreement, which Executive acknowledges he would not otherwise be entitled to receive, Executive hereby fully, forever, irrevocably and forever discharge unconditionally releases, remises and discharges the BankCompany, its affiliated and related entitiesaffiliates, its subsidiaries, parent companies, predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssuccessors, and the current all of their respective past and former present officers, directors, shareholdersstockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, accountants insurers and agents of fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, damages sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and liabilities expenses (including attorneys’ fees and costs), of every name kind and nature, known nature that Executive ever had or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had has against any or all of the Releasees. This includesReleased Parties up to the date on which he signs this Agreement, without limitationwhether known or unknown, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with, provision of consulting or other services to, separation or termination from, and/or ownership of securities of the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalAmericans With Disabilities Act, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Genetic Information Nondiscrimination Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 Family and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Medical Leave Act, M.G.L. c. 149the Worker Adjustment and Retraining Notification Act, §§ 148-150Cthe Rehabilitation Act, or otherwise; Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. all as amended; all claims arising out of the New York Human Rights Law, N.Y. Exec. Law § 1002(3290 et seq., the New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., N.Y. Civ. Rights Law § 40-c et seq. (New York anti-discrimination law), my continuing rights under the Agreement N.Y. Lab. Law § 194 et seq. (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentNew York equal pay law), any statutory right to earned but unpaid wagesN.Y. Lab. Law § 740 (New York whistleblower protection law), including vacation payand N.Y. Lab. Law § 201-c (New York adoption leave law), statutory or common law rights of indemnification or defense for all as amended; all claims against me based on my status and conduct as an officer arising out of the Bank under any applicable insurance policyNew Jersey Law Against Discrimination, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.N.J.

Appears in 1 contract

Sources: Separation and Release of Claims Agreement (Ophthotech Corp.)

Release of Claims. I voluntarily release a. Executive, for and forever discharge in consideration of the Bankpromises and covenants set forth in the Agreement, its affiliated on behalf of himself and related entitieshis heirs, its predecessorsexecutors, administrators, representatives, distributes, legatees, beneficiaries, successors and assigns, its employee benefit plans hereby irrevocably and fiduciaries of such plansunconditionally releases and discharges, fully, finally and forever, the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of Company Releasees from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscauses of action, lawsuits, liabilities, debts, damages accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and liabilities demands of every name any nature whatsoever, in law or in equity, both known and natureunknown, known asserted or unknown (“Claims”) thatnot asserted, as foreseen or unforeseen, which Executive ever had or may presently have against any of the date when I sign this Release, I have, ever had, now claim Company Releasees arising from the beginning of time up to have or ever claimed to have had against any or all of and including the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sortRelease Effective Date, including, without limitation, compensatory damagesall matters in any way related to or arising out of Executive’s employment by the Company and any and all of its affiliates or the cessation of Executive’s employment with the Company and any and all of its affiliates including, punitive damageswithout limitation, injunctive relief any and attorney’s fees; provided, however, that this release shall not affect my rights all claims arising under the Bank’s Section 401(k) planCivil Rights Act of 1964, any other “employee benefit plan” as defined in Section 3(3) amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1002(3)the National Labor Relations Act, my continuing the Corporate and Criminal Fraud Accountability Act of 2002, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York City Human Rights Act, the New York Wage Payment Law, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine. b. Notwithstanding the foregoing, the waiver and release set forth in Section 1(a) of this Supplemental Release does not extend to any right or claim of the Executive (i) to enforce the terms of the Agreement or this Supplemental Release; (ii) to whatever vested rights Executive may have under any Company benefit plan; (iii) that (whether specified above or not) cannot be waived as a matter of law pursuant to federal, state, local or foreign statute; (iv) to any equity of, or ownership interest in, ▇▇▇▇▇▇▇ & Co. that Executive continues to hold following the Termination Date; (v) to medical benefit continuation coverage, on a self-pay basis, pursuant to and to the extent provided by COBRA; (vi) based on events occurring after the Release Effective Date; (vii) to indemnification and advancement of legal fees or insurance coverage Executive may have following the Termination Date, including, without limitation, any rights under Executive’s Indemnification Agreement, dated April 1, 2015, the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing Company’s organizational documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship “D&O coverage” that I Executive may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned claims made or threatened against Executive in Executive’s capacity as a current or former director, officer or employee of the Company or any of its affiliates; or (viii) for contribution in the event Executive and any of the Company Releasees are found to any third party and I have not filed with any agency or court any Claim released by this Releasebe jointly liable.

Appears in 1 contract

Sources: Separation Agreement (Tiffany & Co)

Release of Claims. I voluntarily release Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and forever discharge the Bankits affiliates, its affiliated officers, managers, supervisors, agents and related entitiesemployees. Employee, its predecessorson his own behalf, successors and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, employees, agents, investors, shareholders, employeesadministrators, attorneysaffiliates, accountants divisions, subsidiaries, predecessor and agents successor corporations, and assigns, and the Company hereby fully and forever releases Employee (collectively "the Released parties") from any duty, obligation or cause of action relating to any matters of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimskind, demands, debts, damages and liabilities of every name and nature, whether presently known or unknown (“Claims”) thatunknown, as suspected or unsuspected, that Employee or Company may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includesClaims released hereunder include, without limitation, the release of all Claims: • claims relating to my Employee's employment by the Bank and the termination of my employment; claims relating to, or arising from, wrongful or constructive termination; claims relating to the right to purchase, or actual purchase of wrongful dischargeshares of stock of the Company; claims relating to fraud, misrepresentation, breach of duty, securities claims; breach of contract, infliction of emotional distress, misrepresentation, unfair business practices, defamation, libel, slander, negligence, personal injury, and any other tortuous conduct claims; claims for violation of retaliation or discrimination under any federal, state or local law (municipal statute, including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Age Discrimination in Employment Act of discrimination or retaliation that is prohibited by 1967, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Americans with Disabilities Act of defamation or other torts; • of violation of public policy; • for wages1990, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the Older Workers Benefit Protection Act, my continuing rights the Family and Medical Leave Act, the California Family Rights Act, the California Fair Employment and Housing Act, and the California Labor Code. Nothing herein releases the parties' obligations under this Agreement and the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseConfidentiality Agreement.

Appears in 1 contract

Sources: Separation Agreement (Accelrys, Inc.)

Release of Claims. I voluntarily By signing this Agreement, you agree that in exchange for the Separation Pay, you (for yourself, your heirs and your representatives) release and forever discharge the BankHNI Corporation and any of its subsidiaries (including The HON Company LLC), its affiliated divisions, affiliates and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planswhether current or former, and the current and former all their respective officers, directors, shareholders, employees, attorneysinsurers, accountants agents and agents representatives, whether current or former, and the successors and assigns of each (collectively, “the Company”), from any and all manner of past, present, or future claims, actions, liability, damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, including but not limited to any claims arising under Title VII of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimsCivil Rights Act, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Family and Medical Leave Act, any statutory right claims for discrimination or harassment, any other claims arising under federal, state or local law, or any claims in any manner relating to earned but unpaid wagesyour employment with or separation from the Company, including vacation paywhether known or unknown, statutory arising on or common law rights of indemnification before the date you sign this Agreement. Nothing in this Agreement prohibits or defense for claims against me based on my status and conduct as prevents you from filing a charge with or participating, testifying or assisting in any investigation, hearing or other proceeding before the U.S. Equal Employment Opportunity Commission or the National Labor Relations Board or a similar agency enforcing federal, state, or local anti-discrimination laws. However, to the maximum extent permitted by law, you agree that if such an officer of administrative claim is made with any enforcement agency other than the Bank under U.S. Securities & Exchange Commission, you will not be entitled to recover any applicable insurance policy, contracts, governing documents individual monetary relief or bylawsother individual remedies. In addition, nothing in this release shall affect my rights arising from Agreement, prohibits you from: (1) reporting possible violations of federal law or regulations, including any relationship that I may have with possible securities laws violations, to any governmental agency or entity, including but not limited to the Bank U.S. Securities and Exchange Commission; or (2) making any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities other disclosures that are unrelated in any way to my employment with protected under the Bank or its termination. I agree that I shall not seek or accept damages whistleblower provisions of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasefederal law.

Appears in 1 contract

Sources: Separation Agreement (Hni Corp)

Release of Claims. I (a) In consideration for, among other terms, your continued employment, to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Releasors”) voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, insurers, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement and as of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, I 2022 Separation Date, you and the other Releasors have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: relating to my your employment by the Bank Company and the termination of my your employment; of wrongful dischargedischarge or violation of public policy; of breach of contract; of defamation or other torts; of retaliation or discrimination under federal, state or local law (includinglaw, including without limitation, : (i) any and all Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Claims Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of any form 1991, Section 1981 of discrimination or retaliation that is prohibited by U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (▇▇▇▇), the Immigration Reform and Control Act (IRCA), the Massachusetts General Laws Chapter 151BFair Employment Practices Law (MFEPL); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonusesthe Massachusetts Civil Rights Act (MCRA), incentive compensationthe Massachusetts Equal Rights Act (MERA), vacation pay or any other compensation or benefitsthe Minimum Fair Wage Act, either under the Massachusetts Plant Closing Law, the Massachusetts Wage Act, M.G.L. c. 149the Massachusetts Equal Pay Act, §§ 148-150Cthe Massachusetts Parental Leave Act (MPLA), the Massachusetts Sexual Harassment Statute, the California Constitution, and the California Family Rights Act (CFRA), all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and • for damages or other remedies the omission of any sortspecific statute or law shall not limit the scope of this general release in any manner; (ii) any and all Claims arising under tort, includingcontract, without limitationand quasi-contract law, compensatory damagesincluding but not limited to claims of breach of an express or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with a contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness, or any other harm; (iii) any and all Claims for compensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions, incentive compensation, vacation, sick pay, and severance that may be legally waived and released; and (iv) any and all Claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, injunctive relief liquidated damages, and attorney’s fees; providedpenalties. However, however, that this general release and waiver of claims shall not affect my your vested rights under the BankCompany’s Section 401(k) plan, your vested Equity Awards or your rights under this ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, 2022 Agreement, and shall not waive (A) any rights that cannot be waived as a matter of law, (B) any Claims for coverage under any D&O insurance policy, (C) any Claims for indemnification under any arrangement or agreement between you and the Company, (D) your rights to Claims under state workers' compensation or unemployment laws and your right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the "EEOC"), the California Department of Fair Employment and Housing, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give you the right to payment recover any monetary damages against the Company; your release of any bonus for which an award has been determined but has not been paid during claims herein bars you from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wagesand (E) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). Further, including vacation paythis general release does not release claims under the California Fair Employment and Housing Act, statutory the California Labor Code or common law rights the federal Age Discrimination in Employment Act of indemnification or defense for 1967, which claims against me based on my status and conduct as an officer shall be released only upon your execution of the Bank under any applicable insurance policy, contracts, governing documents or bylawsSupplemental Release. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, 's fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party. (b) In granting the release herein, you understand that this Agreement includes a release of all Claims known or unknown. In giving this release, which includes Claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected Claims you may have against the Company. You acknowledge that you may later discover Claims or facts in addition to or different from those which you now know or believe to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, the Releasors waive any and all Claims that might arise as a result of such different or additional claims or facts. (c) You agree you will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party and I have not filed with against any agency of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in the Supplemental Release. You agree both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, 2022 presentation or prosecution of any Claim released by this Releasedisputes, differences, grievances, claims, charges, or complaints against any of the Releasees, you shall state no more than that you cannot provide counsel or assistance.

Appears in 1 contract

Sources: Transition and Separation Agreement (Pardes Biosciences, Inc.)

Release of Claims. I voluntarily (a) You, and anyone claiming through you or on your behalf, waive the right to assert and further agree to release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, Company and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of other Released Parties (as defined below) with respect to any and all of the foregoing in their official and personal capacities Claims (collectively referred to as the “Releasees”) generally from all claimsdefined below), demands, debts, damages and liabilities of every name and nature, whether currently known or unknown (“Claims”) thatunknown, as of the date when I sign this Release, I that you now have, have ever had, now claim to or may ever have or ever claimed to have had against the Company and any or all of the Releaseesother Released Parties arising from or related to any fact, agreement, act, omission, or thing occurring or existing at any time prior to or on the date on which you sign this Agreement. This includes, without limitationWithout limiting the foregoing, the release Claims released by you hereunder include, but are not limited to: (i) all Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all Claims: • relating to my employment by claims for salary, wages, bonus, incentive, commission, stock, stock options (including all Claims under the Bank OIP and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Awards, except for Claims related to vested stock options, RSUs and PSUs), severance pay, employee benefits or discrimination under any other compensation or benefit; (ii) all Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state state, or local court, commission, or agency; (B) under any common law theory; or (includingC) under any contract, without limitationtort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and (iii) all Claims that were or could have been asserted by you or on your behalf arising under any of age discrimination or retaliation under the Age Discrimination in Employment Actfollowing laws, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under as amended from time to time: Title VII of the Civil Rights Act of 1964 1964; the Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1963; the Rehabilitation Act of 1973; the National Labor Relations Act; the Employee Retirement Income Security Act; the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts General Laws Chapter Fair Employment Practices Act; M.G.L. c. 151B), § 1 et seq.; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148-150C148 et seq.; the Massachusetts Equal Pay Act, or otherwiseM.G.L. c. 149, §105A et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), and all other federal, state and local laws, statutes, regulations or ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment. (b) Notwithstanding the foregoing terms, you do not waive or release (i) any claim for damages the Separation Pay; (ii) any right or other remedies of claim that may not legally be waived; (iii) any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights vested benefits under the BankCompany’s Section 401(k) plan, any other “employee benefit planplans and programs; (iv) your rights to indemnification and defense, if any, pursuant to the Company’s certificate of incorporation and by-laws; or (v) your rights, if any, under the Company’s D&O insurance policies. (c) The term “Released Parties” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing used in this release shall affect my rights arising from any relationship that I may have with Agreement means: (i) the Bank Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or any affiliated or related not they are wholly owned); (ii) the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees and attorneys of each entity as a customer or a client. Furthermorelisted in subpart (i) above; and (iii) the predecessors, nothing successors, and assigns of each entity listed in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party subparts (i) and I have not filed with any agency or court any Claim released by this Release(ii) above.

Appears in 1 contract

Sources: Separation Agreement (Houghton Mifflin Harcourt Co)

Release of Claims. I voluntarily In exchange for the consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release the Company and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersofficers, employees, stockholders, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the foregoing in their official and personal capacities date that you sign this Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include, but are not limited to: (a) thatall claims arising out of or in any way related to your employment with the Company, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge(b) all claims related to your 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; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, including but not limited to claims arising under or related to the Severance Plan or your employment offer letter; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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) (the “ADEA”), the federal Family and Medical Leave Act, the California Labor Code, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or 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. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any form of discrimination claims you have or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims might have against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent Released Parties that I have are not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseincluded in the Released Claims.

Appears in 1 contract

Sources: Separation Agreement (Optimer Pharmaceuticals Inc)

Release of Claims. I voluntarily In exchange for the Severance Benefits set forth in Section 3 herein, you hereby generally and completely release the Company and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersofficers, employees, stockholders, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, retirement or other deferred benefits, stock, stock options, restricted stock or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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”), the California Fair Employment and Claims of any form of discrimination or retaliation that is prohibited by Housing Act (as amended), and the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Connecticut Fair Employment Practices Act, M.G.L. c. 149, §§ 148-150C, to the extent applicable. Nothing herein shall be deemed to waive or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my limit your rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of or director under the Bank Company’s Bylaws and any rights under any applicable director and officer insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Siebel Systems Inc)

Release of Claims. I voluntarily release Employee acknowledges that the consideration set forth in the Employment Agreement and this Agreement represents full and final payment of all claims by Employee against the Company, and is in excess of what Employee would otherwise be entitled by virtue of her/his employment. By signing this Agreement, Employee completely and forever discharge releases the BankCompany and any past, its affiliated and related entitiespresent, its predecessorsor future direct or indirect owners, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersshareholders, directors, shareholdersofficers, employees, attorneys, accountants agents, insurers, partners, employee benefit plans, predecessors and agents successors in interest, beneficiaries, executors, administrators, personal representatives, heirs, parents, subsidiaries, successors, and assigns of the Company and any other persons, firms, corporations, or entities with which the Company has been, is now, or may hereafter be affiliated (collectively, the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all known or unknown claims, demands, debtsgrievances, damages and liabilities or lawsuits arising out of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against in any or all of the Releasees. This includes, without limitation, the release of all Claims: • way relating to my any event, matter, or occurrence existing or occurring before Employee signs this Agreement including, but not limited to, claims that involve or arise from the employment by relationship between Employee and the Bank and Company, or the termination of my employment; • that relationship. This general release includes, but is not limited to, claims, demands, grievances, or lawsuits that arise under any of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under following: Title VII of the Civil Rights Act of 1964 and Claims 1964; 42 U.S.C. § 1981; the Age Discrimination in Employment Act of any form of discrimination or retaliation that is prohibited by 1967; the Massachusetts General Laws Chapter 151B)Pregnancy Discrimination Act; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Equal Pay Act; the Genetic Information Non-Discrimination Act; the Worker Adjustment and Retraining Notification Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the Health Insurance Portability and Accountability Act; the Fair Credit Reporting Act; the False Claims Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Rights Act; any amendments to the foregoing laws; any other federal, 29 U.S.C. § 1002(3)state, my continuing local, or foreign constitution, statute, ordinance, or regulation; or any other theory of recovery including, but not limited to, claims of discrimination, harassment, or retaliation of any kind, wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, unfair business practices, wage and hour claims of any kind, whether for non-payment, late payment, overtime, misclassification, rest breaks, meal periods, bonuses, reimbursements, deductions, and/or penalties, tort claims of any kind, whether for intentional or negligent infliction of emotional distress, personal injury, defamation, and/or invasion of privacy, and any other common law legal or equitable claims. This release includes any and all of Employee’s claims against the Released Parties that exist as of Employee’s execution of this Agreement, even if the facts and/or legal theories supporting those claims are unknown to Employee at this time. This release binds Employee as well as her/his marital community, heirs, and assigns. Excluded from this release are any claims or rights under the Agreement (which cannot be waived by law, including the Employee’s right to payment seek unemployment compensation benefits. Within 21 days of any bonus for which an award has been determined but has not been paid during the term Separation Date, Employee will execute the Additional Release of employment)Claims attached hereto as Attachment A and return it to the Company representative identified below: Domino’s Pizza LLC Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, any statutory Executive Vice President, General Counsel & Corporate Secretary 30 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Employee understands and agrees that her/his right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status receive and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from retain any of the Releasees payments otherwise payable pursuant to or described in the Employment Agreement or this Agreement or any of the benefits that may be provided in respect of or related to her/his termination of employment to which s/he is not currently entitled is expressly conditioned upon the Additional Release of Claims becoming fully effective and Employee fulfilling her/his obligations under the Employment Agreement including, but not limited to, the post-employment obligations in Sections 7 and 8 of the Employment Agreement. If the Additional Release of Claims does not become fully effective in accordance with respect its terms or Employee fails to fulfill her/his obligations under the Employment Agreement, Employee shall not be entitled to any Claim released by amounts set forth in the Employment Agreement or this Release. I represent that I have Agreement or any other benefits in respect of or related to her/his termination of employment to which s/he is not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecurrently entitled.

Appears in 1 contract

Sources: Separation Agreement (Dominos Pizza Inc)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (a) all claims arising from or in any way related to your employment with the Company or your resignation; (b) all claims related to your 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, equity, or profits interests in the release of Company; (c) all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the California Fair Employment and Claims Housing Act; the California Labor Code; the California Family Rights Act; the California Constitution; the Private Attorneys General Act (to the maximum extent permitted by law). Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any form valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; (ii) any claims that cannot be waived by law to the extent such claims are not waivable as a matter of discrimination law with this release; (iii) the Company’s obligation to make payments under the Agreement; (iv) any amounts due and owing to you under the Employment Agreement or retaliation that is prohibited Company policies (e.g., unpaid salary, unpaid vacation or unreimbursed business expenses; (v) any rights to workers compensation benefits; (vi) any vested rights under any benefit plan, program or policy sponsored by the Massachusetts General Laws Chapter 151BCompany (e.g., 401(k) account and COBRA rights) and (vii) any claims for breach of this Agreement. You acknowledge that you have been advised, pursuant to California Government Code Section 12964.5(b)(4); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including you have the right to payment consult an attorney regarding this Agreement and that you were given a reasonable time period of any bonus for not less than five (5) business days in which an award has been determined but has not been paid during to do so. You further acknowledge and agree that, in the term of employment), any statutory right event you sign this Agreement prior to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer the end of the Bank under any applicable insurance policyreasonable time period provided by the Company, contractsyour decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, governing documents or bylaws. In additionmisrepresentation, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights threat to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way withdraw or alter the offer prior to my employment with the Bank or its termination. I agree that I shall not seek or accept damages expiration of any nature, other equitable or legal remedies for my own benefit, attorney’s feesthe reasonable time period, or costs from any by providing different terms to employees who sign such an agreement prior to the expiration of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasetime period.

Appears in 1 contract

Sources: Resignation and Transition Agreement (Unity Software Inc.)

Release of Claims. I voluntarily release (a) In consideration of and forever discharge in exchange for the Bankbenefits provided to him under this Agreement, its affiliated and related entitiesincluding, its predecessorsbut not necessarily limited to, successors and assigns, its employee benefit plans and fiduciaries the Company’s acceptance of such plansthe Executive’s resignation effective as of the Resignation Date, and the current benefits set forth in Section 3 of this Agreement, the Executive, of his own free will, voluntarily, and former officersunconditionally releases and forever discharges (this “Release”) the Affiliated Entities, their respective directors, shareholdersofficers, employees, attorneysagents, accountants stockholders, successors, and agents of assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements, or other claims that the foregoing in their official Executive, his dependents, relatives, heirs, executors, administrators, successors, and personal capacities (collectively referred assigns has or may hereafter have from the beginning of time to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Releasehereof against the Company or the Company Releasees upon or by reason of any matter, I havecause, ever hador thing whatsoever, now claim to have or ever claimed to have had against including, but not limited to, any or all matters arising out of the Releasees. This includes, without limitation, the release of all Claims: • relating to my his employment by the Bank Affiliated Entities, and the termination cessation of my said employment; • of wrongful discharge; • of breach of contract; • of retaliation , or discrimination under federalany claim for compensation, state or local law (and including, without limitationbut not limited to, Claims any alleged violation of age discrimination or retaliation under the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1967, the Rehabilitation Act of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages1973, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, 29 U.S.C. § 1002(3)the California Family Rights Act, my continuing rights under the Agreement (including California Worker Adjustment and Retraining Notification Act, and any other federal, state, or local law, regulation, or ordinance, or public policy, contract, or tort law having any bearing whatsoever on the right to payment terms and conditions of any bonus for which an award has been determined but has not been paid during the term employment or termination of employment). The Release shall not, any statutory right to earned but unpaid wageshowever, including vacation pay, statutory or common law rights constitute a waiver of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect Executive’s rights to compensation and benefits due under this Agreement. (b) The Executive represents and warrants that he is not aware of any Claim claim by him other than the claims that are released by this Release. I represent The Executive further acknowledges that I he may hereafter discover claims or facts in addition to or different than those that he now knows or believes to exist with respect to the subject matter of this Release and that, if known or suspected at the time of entering into this Release, may have materially affected this Release and the Executive’s decision to enter into it. Nevertheless, the Executive hereby waives any right, claim, or cause of action that might arise as a result of such different or additional claims or facts, and the Executive hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code Section 1542, which provides 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. (c) The Executive acknowledges that he has received a copy of this Agreement prior to its execution and has been advised hereby of his opportunity to review and consider the Release for 21 days prior to its execution. The Executive further acknowledges that he has been advised hereby to consult with an attorney prior to executing this Agreement. The Executive enters into this Agreement having freely and knowingly elected, after due consideration, to execute this Agreement and to fulfill the promises set forth herein. The Release shall be revocable by the Executive during the seven-day period following its execution, and shall not assigned become effective or enforceable until the expiration of such seven-day period. In the event of such a revocation, the Executive shall not be entitled to the consideration set forth in this Section 3. (d) The Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim that the Executive may have against the Company or any of the Company Releasees. The Executive represents that he has not commenced or joined in any claim, charge, action, or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any third party and I have not filed with any agency or court any Claim released by of the matters set forth in this Release. The Executive further agrees that he will not seek or be entitled to any personal recovery in any claim, charge, action, or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in the Release. (e) The Executive acknowledges that, in his decision to enter into this Agreement, including the Release, he has not relied on any representations, promises, or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in the Release and this Agreement. (f) Nothing contained in the Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any of the Company Releasees. (g) The Executive agrees that, as soon as practicable following the Resignation Date, the Executive shall execute a release of claims in a form to be provided to him by the Company that shall be substantially consistent with the foregoing provisions of this Section 4 (the “Subsequent Release”).

Appears in 1 contract

Sources: Separation and Settlement Agreement (Banc of California, Inc.)

Release of Claims. I voluntarily release In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Severance Amount and payment of health insurance continuation premiums, you hereby generally and completely release, acquit and forever discharge the Bank, Company and its affiliated and related parent or subsidiary entities, successors, predecessors and affiliates, and its predecessorsand their directors, successors officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. Further, notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that release granted in this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsparagraph. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermoreyou covenant not to s▇▇, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feesinitiate, or costs from continue any of the Releasees legal or administrative proceeding with respect regard to any Claim or all claims you have released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseherein.

Appears in 1 contract

Sources: Separation Agreement (Chordiant Software Inc)

Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankEmployment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween [______] (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless Executive executes this Release, Executive, for and on behalf of Executive and Executive’s heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that Executive intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d), (e) or (f) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); or (ii) any claims or rights to indemnification that Executive may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under affiliate of the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150CCompany is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.

Appears in 1 contract

Sources: Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current benefits and former other consideration under this Agreement, to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim Agreement that are related in any way to have or ever claimed to have had against any arise in connection with your employment with Yahoo! or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my your Yahoo! employment. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing rights the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions, but not including claims under the federal Age Discrimination in Employment Act of 1967, as amended. This general release does not include or release any of your rights to indemnification (or benefits to you of any insurance coverage that may exist) including those pursuant to paragraph 14 of this Agreement. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement (includes a release of claims of discrimination or retaliation on the basis of workers’ compensation status, but does not include workers’ compensation claims. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between employer and employee, including but not limited to the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.

Appears in 1 contract

Sources: Separation Agreement (Yahoo Inc)

Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to his employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or his opportunity for employment following the closing date of wrongful discharge; • the pending merger between Safeway and affiliates of breach Albertsons LLC (the “Closing Date”). This release of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of his right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to my employment with be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the Bank or its termination. I agree that I shall past, Releasor will not seek or accept damages of any naturepersonal relief in connection with such charge, claim, civil action, suit or other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseproceeding.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. I voluntarily In exchange for the consideration provided for in this Agreement, you, for yourself and your heirs, executors, administrators and assigns (collectively the “C▇▇▇▇▇▇▇▇ Parties”), forever waive, release and forever discharge the BankCompany and the Bank and their respective subsidiaries, its affiliated and related entities, its predecessorsaffiliates, successors and assigns, its employee benefit plans past and fiduciaries of such plans, and the current and former present officers, directors, shareholdersemployees and agents, employeesand any fiduciaries of any employee benefit plan or policy of the Company or the Bank (collectively the “Bank Parties”), attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, cases, demands, debtscauses of actions, damages fees and liabilities and expenses (including attorneys’ fees) of every name and natureany kind whatsoever, whether known or unknown (“Claims”) thatunknown, as which you or they ever had or now have against the Bank Parties by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter up to and including the date when I sign of your execution of this Releaseagreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation but not limited to any tort and/or contract claims and any claims under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Age Discrimination in Employment Act (ADEA), the Americans with Disabilities Act, the Family Medical Leave Act, the Employee Retirement Income Security Act of any form 1974 (ERISA), the Civil Rights Act of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under 1991, and/or any other federal Federal, state or state statute; • of defamation local law (statutory or other torts; • of violation of public policy; • for wagesdecisional), bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cregulation, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesordinance; provided, however, that this in no event do any of the C▇▇▇▇▇▇▇▇ Parties hereby waive, release shall not affect my rights or discharge any of the Bank Parties against any claim, case, demand, cause of action, fee, liability or expense relating to indemnification or limitation of liability under the Company’s or the Bank’s Section 401(kcharter or bylaws, or under any indemnification agreement between you and the Company or the Bank. You acknowledge that you have been urged by the Company to consult an attorney before signing this agreement and that you have executed this agreement with the waiver and release set forth above, after having had the opportunity to consult with an attorney and after having had the opportunity to consider the terms of this agreement for twenty-one (21) plan, days after such terms were proposed to you (although you may sign it at any other “employee benefit plan” as defined time during this period). You further acknowledge that: you have read this agreement in Section 3(3) its entirety; you understand all of its terms; you knowingly and voluntarily assent to all of the Employee Retirement Income Security Actterms and conditions contained herein including, 29 U.S.C. § 1002(3)without limitation, my continuing rights under the Agreement (waiver and release; you are executing this agreement, including the right waiver and release, in exchange for consideration in addition to payment anything of any bonus for value to which an award has been determined but has you are already entitled; you are not been paid during waiving or releasing rights or claims that may arise after your execution of this agreement; and that you understand that the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status waiver and conduct as an officer of release in this agreement is being requested in connection with your retirement from the Company and the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing and in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights exchange for your receipt of consideration to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall which you otherwise would not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasebe entitled.

Appears in 1 contract

Sources: Retirement and Consulting Agreement (Flushing Financial Corp)

Release of Claims. a. I voluntarily unconditionally and irrevocably release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current all of its past and former present officers, directors, shareholdersemployees, employeesagents, representatives, assigns, attorneys, accountants insurers, subsidiaries, affiliates, predecessors, benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and agents agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Paragraph (hereinafter the “Released Parties”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown claims, charges, promises, actions, or similar rights that I presently may have (“Claims”), including but not limited to, those relating in any way to my employment, or to my separation from employment with the Company as described in Paragraph 1 above, except for any rights and claims expressly specified in Paragraph 2.b and the payment(s) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releaseesand benefits described in Paragraph 6. This includes, without limitation, the includes a release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation any rights or discrimination under federalclaims, state or local law (includingif any, without limitation, Claims of age discrimination or retaliation that I may have under the Age Discrimination in Employment ActAct (“ADEA”), Claims of disability as amended, which prohibits age discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under in employment; Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited 1964, as amended by the Massachusetts General Laws Chapter 151B)Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; • under any other federal the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991, which requires equality in contractual relations without regard to race or state statutenational origin; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990, §§ 148-150Cas amended, or otherwisewhich prohibits discrimination against qualified individuals with disabilities; and • for damages or other remedies the Rehabilitation Act of any sort1973, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feeswhich prohibits discrimination against the handicapped; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Fair Labor Standards Act; the Family and Medical Leave Act; Executive Order 11246; the Genetic Information Nondiscrimination Act; the Federal Employers’ Liability Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; or any other federal, 29 U.S.C. § 1002(3), my continuing state or local laws or regulations prohibiting employment discrimination. This also includes a release of any rights or claims I may have under the Agreement (including the right to payment Worker Adjustment and Retraining Notification Act, its equivalent under state law, or any similar law that requires, among other things, that advance notice be given of certain workforce reductions. This also includes a release of any bonus rights or claims I may have for wrongful discharge; breach of contract, whether express or implied; termination of employment in violation of any public policy; any other tort or contract claim; any claim for labor protection, whether under conditions imposed by the Surface Transportation Board, its predecessor, or any labor agreement; any claim under any workers’ compensation law or any other claim for personal injury; and any other claim for relief of any nature. b. This Agreement does not prohibit the following rights or claims: (1) claims that first arise after I sign the Agreement or which an award has been determined but has not been paid during arise out of or in connection with the term interpretation or enforcement of employment)the Agreement itself; (2) my rights, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of protections and claims for indemnification or defense for claims against me based on my status and conduct as an a former officer of the Bank Company under the Articles and Bylaws of the Company, pursuant to applicable state law, and my rights, protections and claims under any applicable Company insurance policypolicies covering the indemnification of officers or employees of the Company in connection with their employment or duties with the Company; (3) my right to file a charge or complaint with the EEOC or similar federal or state agency, contractsor my ability to participate in any investigation or proceeding conducted by such agency, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship except I agree and understand that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall will not seek or accept any personal relief including, but not limited to, an award of monetary damages or reinstatement to employment, in connection with such a charge or claims; and (4) any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any claim covered by this Agreement cannot be waived as a matter of law, I expressly agree that the Agreement will nevertheless remain valid and fully enforceable as to the remaining released claims. Nothing in this Agreement is intended to prohibit or interfere with my right to participate as a complainant or witness in a governmental agency investigation (including any activities protected under the whistleblower provisions of any natureapplicable laws or regulations), other equitable during which communications can be made without authorization by or legal remedies for notification to the company. I am waiving, however, my own benefit, attorney’s fees, or costs from any of the Releasees with respect right to any Claim monetary recovery or relief should the EEOC, U.S. Department of Labor or similar federal or state agency pursue any claims on your behalf that are purportedly released by this ReleaseAgreement. For the avoidance of doubt, nothing herein prevents me from receiving any whistleblower award. c. By signing this Agreement, I represent understand that as part of the Agreement above, I voluntarily and knowingly waive any and all of my rights or claims under the federal Age Discrimination in Employment Act of 1967 (ADEA), as amended, that may have not assigned existed prior to any third party and I have not filed with any agency or court any Claim released by this Releaserelate to my separation from employment from the Company.

Appears in 1 contract

Sources: Employment Separation Agreement (CSX Corp)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities obligations, both known and unknown, that arise out of every name or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, securities of wrongful dischargethe Company or Cayman Parent, equity awards or any other ownership, equity, or profits interests in the Company or Cayman Parent; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”), the California Labor Code (as amended), and the California Family Rights Act. You acknowledge that you have been advised, Claims of disability discrimination or retaliation under the Americans consistent with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BCalifornia Government Code Section 12964.5(b)(4); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including you have the right to payment consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. Notwithstanding the foregoing, you are not releasing the Company hereby from any bonus for which an award has been determined but has not been paid during obligation to indemnify you pursuant to the term Articles and Bylaws of employment)the Company or organizational documents of the Cayman Parent, any statutory right to earned but unpaid wagesvalid fully executed indemnification agreement with the Company or Cayman Parent, including vacation payapplicable law, statutory or common law rights of indemnification or defense for claims against me based on my status applicable directors and conduct as an officer of the Bank under any applicable insurance policyofficers liability insurance. Also, contracts, governing documents or bylaws. In addition, nothing in excluded from this release shall affect my rights arising from are any relationship claims for breach of this Agreement and claims that I may have with cannot be waived by law, to the Bank or any affiliated or related entity extent such claims are not waivable as a customer or a client. Furthermore, nothing in matter of law with this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaserelease.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Structure Therapeutics Inc.)

Release of Claims. I voluntarily release H▇▇▇▇▇▇▇ hereby waives, releases, and forever discharge the Bankdischarges T▇▇▇▇▇ & B▇▇▇▇, its affiliated past and related entitiespresent parents, its predecessorssubsidiaries, successors and assigns, its employee benefit plans and fiduciaries of such plansdivisions, and the current affiliated companies, their respective past and former officerspresent stockholders, directors, shareholdersofficers, employees, attorneysagents, accountants and agents of insurers (collectively the “Company”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands , debtsdamages, damages and liabilities causes of every name and nature, known or unknown action (“Claims”) thatof every kind and nature, as whether known or unknown, or suspected or unsuspected, which H▇▇▇▇▇▇▇ has or may have, arising out of any matter whatsoever that occurred at any time up to the date when I sign of H▇▇▇▇▇▇▇’▇ execution of this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This General Release specifically includes, without limitationbut is not limited to, the release of any and all Claims: • relating : a. Arising out of or in any way related to my H▇▇▇▇▇▇▇’▇ employment by the Bank and or the termination of my employment; • his employment with T▇▇▇▇▇ & B▇▇▇▇; b. Arising under or based on the Equal Pay Act of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal1963, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Acts of 1866 and Claims 1871 (42 U.S.C. § 1981), the Americans with Disabilities Act of any form 1990 (“ADA”), the Family and Medical Leave Act of discrimination or retaliation that is prohibited by 1993, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage National Labor Relations Act, M.G.L. c. 149the Worker Adjustment Retraining Notification Act of 1988, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (excepting claims for vested benefits, if any, to which H▇▇▇▇▇▇▇ is legally entitled hereunder), the Tennessee or Alabama Human Rights Act, 29 U.S.C. § 1002(3Alabama’s Workers’ Compensation Act, or any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment discrimination, harassment or retaliation, or otherwise creating rights or claims for employees, including, but not limited to, any and all claims alleging breach of public policy, the implied obligation of good faith and fair dealing, or any implied, oral or written contract, handbook, manual, policy statement or employment practice, or alleging misrepresentation, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, false imprisonment, negligence or wrongful discharge. c. ▇▇▇▇▇▇▇▇ specifically represents that he has read and understands this Agreement, and has been offered a minimum of twenty-one (21) days to consider the Agreement before he has to execute it and understands fully the final and binding effect of this Agreement and Release. H▇▇▇▇▇▇▇ further agrees that the only promises made to him to sign this Agreement and Release are those stated in the Agreement and Release and that he has signed this Agreement and Release voluntarily with the full intent of releasing T▇▇▇▇▇ & B▇▇▇▇ and all other identified in the foregoing paragraph from any and all claims relating to or arising out of his employment with T▇▇▇▇▇ & B▇▇▇▇, and that he was advised of his right to consult an attorney, hired by him, to review the Agreement and Release and provide advice about it if he so desires. Additionally, in accordance with federal law, this Agreement may be revoked by H▇▇▇▇▇▇▇ at any time within seven (7) days after the date the Agreement is signed by H▇▇▇▇▇▇▇ and this Agreement shall not be effective until the expiration of such seven day period. Finally, H▇▇▇▇▇▇▇ agrees and acknowledges that if he signs this Agreement and Release before the expiration of said twenty-one (21) day period referred to hereinabove, that he has affirmatively waived such twenty-one day minimum period, but will still have the seven (7) calendar days within which to revoke this Agreement. H▇▇▇▇▇▇▇ expressly understands that he is knowingly and voluntarily waiving any claim for age discrimination that he may have under the Age Discrimination in Employment Act. d. Arising under or based on the Age Discrimination in Employment Act of 1967 (“ADEA”), my continuing rights under as amended by the Agreement Older Workers Benefit Protection Act (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment“OWBPA”), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me and alleging a violation thereof based on my status and conduct as an officer any action or failure to act by the Company at any time prior to the effective date of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Agreement

Appears in 1 contract

Sources: Separation Agreement (Thomas & Betts Corp)

Release of Claims. I voluntarily release a. Executive, for and forever discharge in consideration of the Bankpromises and covenants set forth in the Agreement, its affiliated on behalf of herself and related entitiesher heirs, its predecessorsexecutors, administrators, representatives, distributes, legatees, beneficiaries, successors and assigns, its employee benefit plans hereby irrevocably and fiduciaries of such plansunconditionally releases and discharges, fully, finally and forever, the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of Company Releasees from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscauses of action, lawsuits, liabilities, debts, damages accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and liabilities demands of every name any nature whatsoever, in law or in equity, both known and natureunknown, known asserted or unknown (“Claims”) thatnot asserted, as foreseen or unforeseen, which Executive ever had or may presently have against any of the Company Releasees arising from the beginning of time up to and including the date when I sign of this Supplemental Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damagesall matters in any way related to or arising out of Executive’s employment by Company and any and all of its Affiliates or the cessation of Executive’s employment with Company and any and all of its Affiliates including, punitive damageswithout limitation, injunctive relief any and attorney’s fees; provided, however, that this release shall not affect my rights all claims arising under the Bank’s Section 401(k) planCivil Rights Act of 1964, any other “employee benefit plan” as defined in Section 3(3) amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1002(3)the National Labor Relations Act, my continuing the Corporate and Criminal Fraud Accountability Act of 2002, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York City Human Rights Act, the New York Wage Payment Law, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine. b. Notwithstanding the foregoing, the waiver and release set forth in Section 1(a) of this Supplemental Release does not extend to any right or claim of the Executive (i) to enforce the terms of the Agreement or this Supplemental Release; (ii) to whatever vested rights Executive may have under any Company benefit plan; (iii) that (whether specified above or not) cannot be waived as a matter of law pursuant to federal, state, local or foreign statute; (iv) to any equity of, or ownership interest in, Parent that Executive continues to hold following the Final Effective Date; (v) to medical benefit continuation coverage, on a self-pay basis, pursuant to and to the extent provided by COBRA; (vi) based on events occurring after the Release Effective Date; (vii) to indemnification and advancement of legal fees or insurance coverage Executive may have following the Final Effective Date, including, without limitation, any rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Executive’s Indemnification Agreement, any statutory right to earned but unpaid wagesdated June 29, including vacation pay2018, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing Company’s organizational documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship “D&O coverage” that I Executive may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned claims made or threatened against Executive in Executive’s capacity as a current or former director, officer or employee of Company or any of its Affiliates; or (viii) for contribution in the event Executive and any of the Company Releasees are found to any third party and I have not filed with any agency or court any Claim released by this Releasebe jointly liable.

Appears in 1 contract

Sources: Separation Agreement (Tiffany & Co)

Release of Claims. I voluntarily In exchange for the consideration under this Agreement, you hereby generally and completely release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, the release but is not limited to: (a) all claims arising out of all Claims: • relating or in any way related to my employment by the Bank and the your termination of my employment; • of wrongful discharge(b) all claims related to your 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; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”), the California Labor Code (as amended), the California Family Rights Act, Claims of disability discrimination or retaliation under and the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, Claims of discrimination or retaliation under Title VII you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Civil Rights Act Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity, such as the Equal Employment Opportunity Commission or the Department of 1964 and Claims Labor, pursue any claims on your behalf. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.

Appears in 1 contract

Sources: Separation Agreement (Daystar Technologies Inc)

Release of Claims. I voluntarily release In consideration for the payments and forever discharge the Bankother benefits described in this Agreement, its affiliated Executive hereby fully and related entitiesfinally releases, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planswaives, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of discharges any and all of legal claims against the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimsCompany, demandsincluding Insperity, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of that he has through the date when I sign on which he signs this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includesfull and final release, waiver, and discharge extends to legal and equitable claims of any kind or nature whatsoever including, without limitation, the release of all Claims: • relating to my employment by following: (a) All claims that Executive has now, whether or not he now knows about the Bank claims; (b) All claims for attorney’s fees and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or costs; (c) All claims for alleged discrimination against his under any applicable federal, state or state, and local law (including, without limitation, Claims rights and claims of age discrimination or retaliation under the federal Age Discrimination in Employment Act, Claims of disability Act (“ADEA”) and federal Older Workers Benefits Protection Act (“OWBPA”); and discrimination or retaliation claims under the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (“CFEHA”), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (“Title VII”), and Claims the Americans With Disabilities Act (“ADA”), the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Civil Rights Act; (d) All claims arising out of his employment and the termination of his employment with and service as an officer or director of the Company, including, but not limited to, any form alleged breach of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of contract, wrongful termination, termination in violation of public policy; • , defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing; (e) All claims for wagesany other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and service as an officer or director of the Company; (f) All claims for any other form of pay, bonusesfor example bonus pay, incentive compensationpay, vacation pay or any other compensation or benefitsholiday pay, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseand sick pay; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedProvided, however, that the foregoing does not constitute a release or waiver of Executive’s rights to (a) the payments and benefits payable to Executive by the Company pursuant to Section 2 hereof; (b) any rights and benefits retained by or provided to Executive pursuant to this release shall not affect my Agreement; (c) participate in any manner in an investigation, hearing or proceeding conducted by the Equal Employment Opportunity Commission, but Executive hereby waives any and all rights under the Bank’s Section 401(k) planto recover under, or by virtue of, any other “employee benefit plan” as defined in such investigation, hearing or proceeding; (d) exercise his rights, if any, under Section 3(3) 601-608 of the Employee Retirement Income Security ActAct of 1974, 29 U.S.C. § 1002(3as amended, popularly known as COBRA and/or the New Jersey Small Employer Health Benefits Act of 1992; (e) seek indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, the Company’s certificate of incorporation and bylaws and pursuant to that certain Indemnification Agreement between the Company and Executive dated April 25, 2011 (the “Indemnification Agreement”), my continuing (f) any rights under the Stock Options (to the extent deemed vested as of the Separation Date and as modified by this Agreement), and any vested interest he may have in any 401(k), retirement, defined benefit, defined contribution or other plan by virtue of his employment with the Company, g) any rights or claims that may arise after this Agreement is signed, (including h) any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (i) any rights of Executive under any other written agreement with the Company entered into after the date of the Employment Agreement, or (j) the right to payment institute legal action for the purpose of enforcing the provisions of this Agreement and/or the surviving provisions of the Employment Agreement. Executive also hereby waives any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights reinstatement to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseCompany.

Appears in 1 contract

Sources: Separation Agreement (Arno Therapeutics, Inc)

Release of Claims. I voluntarily release (a) In exchange for the consideration set forth in Paragraph 2, which Executive acknowledges is fair and forever discharge sufficient, Executive hereby releases any and all claims that Executive had, has, or might have against the BankCompany and all of its direct and indirect stockholders, its affiliated and related entitiessubsidiaries, its predecessorsdivisions, successors and affiliates, successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneysinsurers, accountants funds, agents, investors, and agents of representatives (collectively “Releasees”), from liability for any and all claims or damages that Executive had, has, or may have against any of the foregoing in their official Releasees at any time prior to and personal capacities (collectively referred to as including the “Releasees”) generally from all claimsSeparation Date, demands, debts, damages and liabilities of every name and nature, whether known or unknown to Executive, including but not limited to: (“Claims”i) thatany and all claims or rights arising out of, as or which might be considered to arise out of or to be connected in any way with, Executive’s relationship with the date when I sign this ReleaseCompany, I haveor the termination of Executive’s relationship with the Company; (ii) any claims under any contracts, ever hadagreements, now claim to or understandings Executive may have or ever claimed to have had against with any or all of the Releasees. This includes, without limitationwritten or oral, at any time prior to the release date hereof; and (iii) any claims or causes of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under any federal, state state, or local law (includinglaw, rule, or ordinance, tort, express or implied contract, public policy, or any other obligation, including without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation limitation any claims arising under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family and Claims Medical Leave Act, the Fair Labor Standards Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of any form 1974, the Vietnam Era Veterans Readjustment Act of discrimination or retaliation that is prohibited by 1974, the Massachusetts General Laws Chapter 151BImmigration Reform and Control Act of 1974, the Labor Management Relations Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Internal Revenue Code of 1986, the Washington Minimum Wage Requirements and Labor Standards Act, Title 49 of the Revised Code of Washington, the Washington Equal Pay Opportunity Act (EPOA); • under , the Washington Industrial Welfare Act (IWA), and the Washington Fair Chance Act (FCA), the Washington Law Against Discrimination (WLAD), the Washington Family Leave Act (FLA), and the Washington Leave Law all as amended, and/or any other federal federal, state, or state statute; • of defamation or other torts; • of violation of local labor laws, wage and hour laws, employee relations, and/or fair employment practices laws, any public policy; • , including whistleblower protections, any claim for misrepresentation, defamation, or invasion of privacy, any claim for compensation, wages, commissions, bonuses, incentive royalties, stock options, deferred compensation, vacation pay other monetary or equitable relief, vacation, personal or sick time, other fringe benefits, attorneys’ fees, or any tangible or intangible property of Executive’s that remains with the Company, and any other applicable laws, regulations, and rules, whether arising under any contract (express or implied), agreement, statute, regulation, ordinance, common law, public policy or any other compensation source. Executive specifically intends this release to be the broadest possible release permitted under law. (b) Executive acknowledges and agrees that he is releasing both known and unknown claims and waives the benefits of any statute purporting to prevent him from releasing unknown claims, including, but not limited to protection of Cal. Civ. Code Section 1542, which states: (c) Notwithstanding the foregoing, Executive shall not be deemed to have released: (a) any rights or benefits, either obligations undertaken or received within this Separation Agreement or claims Executive may have arising from or related to a breach of this Separation Agreement by the Company; (b) any claims to indemnification and defense to which Executive may be entitled under the Massachusetts Wage Company’s certificate of incorporation, bylaws, indemnification agreements, directors and officers insurance policies or applicable law with respect to the period of Executive’s employment; (c) any claims or rights which cannot be waived by law, including Executive’s right to workers compensation; and (d) any vested benefits under any employee benefit pension plan. (d) In exchange for the consideration set forth in Paragraph 2, which Executive acknowledges is fair and sufficient, Executive hereby releases any and all claims that Executive had, has, or might have against the Releasees, whether known or unknown, from the beginning of time through the date of the Executive’s execution of this Separation Agreement arising under the Age Discrimination in Employment Act, M.G.L. c. 149as amended, §§ 148-150Cand its implementing regulations. By signing this Separation Agreement, or otherwise; the Executive hereby acknowledges and • for damages or other remedies confirms that: (1) The Executive has read this Separation Agreement in its entirety and understands all of any sortits terms; (2) The Executive has been advised in writing to consult an attorney of the Executive’s choosing before signing this Separation Agreement; (3) The Executive knowingly, freely, and voluntarily agrees to all of the terms and conditions set out in this Separation Agreement including, without limitation, compensatory damages, punitive damages, injunctive relief the releases and attorney’s fees; provided, however, that covenants contained in it; (4) The Executive was given at least 21 days to consider the terms of this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) Separation Agreement and consult with an attorney of the Employee Retirement Income Security ActExecutive’s choice, 29 U.S.C. § 1002(3)although the Executive may sign sooner if desired and changes to this Separation Agreement, my continuing rights under whether material or immaterial, do not restart the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer running of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing 21-day period; (5) The Executive understands that the Executive has 7 days after signing this Separation Agreement to revoke the release in this Paragraph 6(B) by delivering notice of revocation before the end of the 7-day period to: Broadmark Realty Capital Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇. Suite 2000 Seattle, WA 98101 Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Officer (6) The Executive understands that the release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing contained in this release shall affect my Paragraph 4(B) does not apply to rights to pursue Claims against individuals based on actions taken in their personal capacities and claims that are unrelated in any way to my employment with may arise after the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by Executive signs this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSeparation Agreement.

Appears in 1 contract

Sources: Separation and Release Agreement (Broadmark Realty Capital Inc.)

Release of Claims. I voluntarily release Employee releases and forever discharge the Bankdischarges GenMark Diagnostics, its affiliated Inc., and any parent, subsidiary, affiliated, and related entities, its including their past, present, or future managers, directors, administrators, officers, employees, agents, insurance companies, attorneys, representatives, predecessors, successors and assigns, its employee benefit plans and fiduciaries each of them (collectively, “Released Parties”) from all known and unknown claims, liabilities, and obligations of every kind (including attorneys’ fees and costs) that Employee has ever had or now may have against the Company arising out of or relating to facts, events, occurrences, or omissions up to and including the date this Agreement is executed by Employee. The claims that Employee is releasing include: (a) claims arising out of Employee’s employment with the Company and his separation from such employment; (b) claims arising under the Released Parties’ policies, plans, or practices, including promotion, compensation, including overtime pay, commissions, vacation pay, bonuses, stock options, severance pay or benefits; (c) claims for breach of express or implied contract or covenant of good faith and the current and former officersfair dealing, directorsincluding, shareholdersbut not limited to, employees, attorneys, accountants and agents of any and all in respect of the foregoing in their official and personal capacities Employment Agreement; (collectively referred to as the “Releasees”d) generally from all claimsclaims for harassment, demands, debts, damages and liabilities discrimination or violation of every name and nature, known public policy; (e) claims for constructive discharge or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; (f) claims for retaliation; (g) claims for violation of breach of contract; • of retaliation or discrimination under federal, state or local federal common law (includingor statutory law, without limitationincluding to the extent applicable, Claims of age discrimination or retaliation all claims arising under the Age Discrimination in California Fair Employment and Housing Act, Claims of disability discrimination or retaliation under the Americans with Disabilities ActCalifornia Labor Code, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the National Labor Relations Act, my continuing the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation from employment; (h) claims for emotional distress, mental anguish, humiliation, personal injury; and (i) claims that may be asserted on Employee’s behalf by others. Excluded from this release are claims which cannot be waived or released as a matter of law. Notwithstanding anything to the contrary in this Agreement, Employee is not releasing any rights with regard to (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, including under any pension or savings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement, (e) any claim or right to enforce Section 8.4 of the Employment Agreement or (f) any right to indemnification under the Agreement Company’s certificate of incorporation or by-laws (including or similar constituent documents of the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentCompany), any statutory right to earned but unpaid wagesindemnification agreement between the Parties, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status any directors’ and conduct as an officer officers’ liability insurance policy of the Bank under any Company, or applicable insurance policy, contracts, governing documents or bylawslaw. In addition, nothing Nothing in this release Agreement shall affect my rights arising prevent Employee from filing, cooperating with, or participating in any relationship that I may have with proceeding before the Bank Equal Employment Opportunity Commission, the Department of Labor, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any affiliated or related entity the California Department of Fair Employment and Housing (such activities, collectively referred to as a customer or a client. Furthermore“Permitted Communications”), nothing in nor prevent Employee from challenging the validity of this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank a legal or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseadministrative proceeding.

Appears in 1 contract

Sources: Separation Agreement (GenMark Diagnostics, Inc.)

Release of Claims. I voluntarily release In exchange for the Severance Payments and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCOBRA Premiums, and other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release the Company and its current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; • of wrongful discharge(2) all claims related to your 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; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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 Claims the California Fair Employment and Housing Act (as amended), provided that you are not releasing any claim that cannot be waived under applicable state or federal law, and you are not releasing any rights that you have to be indemnified (including any right to reimbursement of any form expenses) arising under applicable law, the certificate of discrimination incorporation or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal by-laws (or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) similar constituent documents of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentCompany), any statutory right to earned but unpaid wagesindemnification agreement between you and the Company, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status any directors’ and conduct as an officer officers’ liability insurance policy of the Bank under any applicable insurance policy, contracts, governing documents or bylawsCompany. In additionThe foregoing notwithstanding, nothing in this release Agreement shall affect my rights arising prevent you from any relationship that I may have with the Bank filing, cooperating with, or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated participating in any way to my employment with proceeding before the Bank Equal Employment Opportunity Commission, the Department of Labor, or its termination. I the California Department of Fair Employment and Housing, except that you acknowledge and agree that I you shall not seek recover any monetary benefits in connection with any such claim, charge or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees proceeding with respect regard to any Claim claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseherein.

Appears in 1 contract

Sources: Separation Agreement (Symyx Technologies Inc)

Release of Claims. I voluntarily a) In recognition of the consideration recited above, (i) you hereby release Healthcare and Diabetes, and (ii) subject at all times to your timely receipt of all payments and other consideration to which you may be entitled hereunder, you hereby release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansUSCI, and the current any of their present, former and former officersfuture partners, affiliates, direct and indirect parents, subsidiaries (other than Healthcare and Diabetes), successors, directors, shareholdersofficers, employees, agents, attorneys, accountants heirs and agents of assigns (collectively, the "Released Parties"), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages actions and liabilities causes of every name and nature, known or unknown (“Claims”) that, action that you may have as of the date when I sign this ReleaseEffective Date with respect to the Released Parties, I havewhich arise out of your employment relationship with Healthcare and any other Released Parties, ever hadyour rights to any compensation or benefits from the Released Parties in connection with your employment, now claim to have your Employment Agreement, or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalyour employment with the Released Parties (collectively, state or local law (including, without limitation, the "Released Claims"). The Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation shall include any claims arising under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Rehabilitation Act of any form 1973, the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • civil Rights Act of defamation or other torts; • 1866, the Civil Rights Act of violation of public policy; • for wages1991, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActAct of 1974,the Family and Medical Lease Act of 1993, 29 U.S.C. § 1002(3)and any other federal, my continuing rights state or local law whether such claim arises under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory statute or common law rights of indemnification and whether or defense for claims against me based on my status and conduct as an officer not you are presently aware of the Bank under existence of such claim, damage, action and cause of action, suit or demand, and any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees gain with respect to any Claim released claim arising under the provisions of the False Claims Act, 31 U.S.C. 3730, other than an action or suit to enforce this Agreement. You also forever release, discharge and waive any right you may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws with regard to any Released Claim. You agree that the value received as described in this ReleaseAgreement shall be in full satisfaction of any and all claims, actions or causes of action for payment or other benefits of any kind that you may have against the Released Parties in respect of Released Claims, other than any claims you may have to vested benefits under any of the Company's "employee pension benefit plans" or "employee welfare benefit plans" as defined under ERISA. I By signing this Agreement, you represent that I you have been given the opportunity to consult with the attorney(s) of your choice prior to signing this Agreement and to have those attorney(s) explain the provisions of this Agreement to you and that you have knowingly and voluntarily accepted the terms of the offer as described herein. b) The Released Parties hereby release you from any and all claims, actions and causes of action that the Released Parties may have with respect to the performance of your duties and obligations in connection with your employment relationship with Healthcare and any other Released Parties on and prior to the date hereof and pursuant to your Employment Agreement. The foregoing notwithstanding, nothing herein shall be construed to release you from any claims, actions, or other causes of action under the Asset Purchase Agreement, all documents and instruments executed in connection with the Asset Purchase Agreement and the Closing of the transactions contemplated therein, and the consummation of the transactions contemplated by the Asset Purchase Agreement, including but not assigned limited to any third party and I have not filed employment agreements executed or to be executed by you with any agency ▇▇▇▇▇▇ Medical Management, LLC or court any Claim released by this Releaseits affiliates.

Appears in 1 contract

Sources: Termination Agreement (Tadeo Holdings Inc)

Release of Claims. I voluntarily release a. Except as separately provided in Section 2(c) of this Second Release, Employee, on behalf of himself and on behalf of the Releasing Parties (defined in Section 8a of the Agreement), in consideration of Employer’s promises, including but not limited to Employer’s promise to pay the Payments, unconditionally and irrevocably releases and forever discharge discharges the BankReleased Parties (defined in Section 8a of the Agreement), its affiliated of and related entitiesfrom, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official claims and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and naturedemands whatsoever, known or unknown (“Claims”) thatunknown, as at law and in equity, in contract or in tort, and any statutory claim for relief of the date when I sign this Releaseany nature, I haveand agrees not to ▇▇▇ and not to assert against them any such claims or demands or any other causes of action in any court or before any agency or commission of a local, ever hadstate and federal government, now claim arising, alleged to have or ever claimed arisen, which may have been alleged to have had against arisen, or which may arise under any law whatever, and whether such claims are pursued in a personal or all of the Releasees. This includesindividual capacity, or in a representational or relator capacity, including but not limited to any federal, state, or municipal anti-discrimination laws, anti-retaliation laws, or any “whistleblower” laws, including without limitation, as amended, the release Equal Pay Act of all Claims: • relating to my employment by 1963, the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Federal or discrimination under federal, state or local law (including, without limitation, State False Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities ActAct of 1990, Claims the Rehabilitation Act of discrimination or retaliation under 1973, Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Acts of 1866 and Claims 1991, the Age Discrimination in Employment Act of any form 1967, the Older Workers Benefit Protection Act of discrimination or retaliation that is prohibited by 1990, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Family and Medical Leave Act of defamation or other torts; • of violation of public policy; • for wages1993, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Florida Civil Rights Act, M.G.L. c. 149the Worker Adjustment and Retraining Notification Act of 1989, §§ 148-150Cthe National Labor Relations Act of 1935, or otherwise; the Occupational Safety and • for damages or other remedies Health Act of any sort1970, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) planGenetic Information Nondiscrimination Act of 2008, any other “employee benefit plan” as defined in Section 3(3) of state or federal whistleblower act, the Employee Retirement Income Security Act of 1974, the Bank Secrecy Act, 29 U.S.C. § 1002(3)▇▇▇▇▇▇▇▇-▇▇▇▇▇ or the Patriot Act, my continuing rights under the Agreement (including the right to payment that Employee ever had, now has, or which he or his heirs, executors, administrators, attorneys, or assigns, or any of them, hereafter can, shall or may have, for or by reason of any bonus for which an award has been determined but has not been paid during cause whatsoever, based on any set of facts known or unknown, arising or occurring prior to or on the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or Effective Date. Employee agrees that the legal rights and claims he is giving up include all common law rights and claims, such as a breach of indemnification express or defense implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for claims against me based on my status fraud, omission or misrepresentation. Employee also agrees that he is giving up and conduct as an officer forever releasing any right he may have to attorneys’ fees for any of the Bank rights and claims described in this Article. b. Employee represents and warrants that he: (i) has received all wages (including overtime) required to be paid to Employee under the Fair Labor Standards Act and/or any applicable similar state law (collectively referred to as “FLSA”) for work performed on or before the Effective Date; and (ii) does not claim that Released Parties have violated or denied any of his rights under FLSA. Employee releases and forever discharges, to the extent permitted by law, Employer and the other Released Parties from any claim under FLSA (“FLSA Claim”), including all attorneys’ fees, costs, and expenses incurred by Employee in connection with any such FLSA Claim. To the extent required by law to affect such release, Employee agrees furthermore to enter into any such waiver or settlement agreement with respect to any FLSA Claim as may be required by the Department of Labor or any court of competent jurisdiction. c. The claims that the Employee is giving up and releasing in this Article do not include his vested rights (as reflected on his most recent participant account statement and adjusted for investment earnings and losses and expenses since that date) under the Health Management Associates, Inc. Retirement Savings Plan, or his COBRA, unemployment insurance policyand workers’ compensation rights, contractsif any. Nothing in this Second Release shall be construed to constitute a waiver of: (i) any claims that Employee may have against the Released Parties that arise from events that occur after the Effective Date; (ii) his right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this release of all claims; (iii) his right to participate in any administrative or court investigation, governing documents hearing or bylawsproceeding; or (iv) any other right that he cannot waive as a matter of law. Employee does, however, hereby waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed by Employee or anyone on Employee’s behalf. In addition, nothing the release of all claims set forth in this release shall Second Release does not affect my Employee’s rights arising from any relationship that I may have as expressly created by this Second Release, and does not limit Employee’s ability to enforce this Second Release. Nothing in this Agreement constitutes a waiver by Employee of his right to file a charge with the Bank Equal Employment Opportunity Commission (or any affiliated comparable state agency) concerning matters arising during Employee’s employment with Employer; however, Employee hereby waives the right to any recovery, whether equitable or related entity monetary, as a customer the result of any such charge or a clientany proceeding. Furthermore, nothing Nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated restrict in any way Employee’s right to my employment bring a claim challenging the validity of the foregoing release with regard to a claim under the Bank Age Discrimination in Employment Act. d. Nothing in this Second Release constitutes or its termination. I agree that I shall not seek should be construed to constitute any admission or accept damages evidence of any natureliability or violation of any federal, other equitable state or legal remedies for my own benefit, attorney’s fees, local law or costs from the common law on the part of Released Parties. Employee acknowledges and agrees that Released Parties deny any of the Releasees with respect to any Claim released by this Release. I represent such liability and that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Employer is

Appears in 1 contract

Sources: Resignation and Release Agreement (Health Management Associates Inc)

Release of Claims. I voluntarily In consideration for the Company’s promises and premium contributions set forth above, all of which are in excess of any regular Company policy, Employee agrees (except as otherwise indicated in the final paragraph of this Paragraph 6) to forever and fully release and forever discharge the BankCompany, defined to include its affiliated and related entitiessuccessors, its predecessorsaffiliates, successors and subsidiaries, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersexecutives, directors, shareholders, employees, managers, officers, investors, insurers, and attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, claims and damages and liabilities of every name kind and nature, known and unknown, which exist or unknown (“Claims”) thatcan arise out of Employee’s employment and/or termination of employment with the Company, as of through and including the date when I sign of his signing of this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This release includes, without limitationbut is not limited to, any rights or claims arising under the release of all Claims: • relating to my employment by the Bank California Constitution; California statutory and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local common law (includingincluding contract law, without limitation, Claims of age discrimination or retaliation under employment law and tort law); the California Fair Employment and Housing Act; the California Labor Code; the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Act (ADEA); Title VII of the Civil Rights Act of 1964 1964; the Americans with Disabilities Act; federal and Claims state family leave statutes; and any and all other federal, state and local laws, statutes, executive orders, regulations and common law; any claim for any loss, cost, damage, or expense arising out of any form of discrimination or retaliation that is prohibited by dispute over the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation non-withholding or other tortstax treatment of any of the proceeds received by Employee as a result of this Agreement; • of violation of public policyany and all claims for attorneys’ fees and costs; • for wages, bonuses, incentive compensation, vacation pay or and any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cand all claims relating to, or otherwise; and • for damages arising from, Employee’s right to purchase, or other remedies actual purchase of any sortshares of stock of the Company, including, without limitation, compensatory damagesany claims for fraud, punitive damagesmisrepresentation, injunctive relief breach of fiduciary duty, breach of duty under applicable state corporate law, and attorney’s fees; provided, however, securities fraud under any state or federal law. Employee and the Company agree that this release shall is a compromise settlement of all such claims and therefore, this Agreement does not affect my rights under constitute any admission of liability on the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) part of the Company. Employee Retirement Income Security Act, 29 U.S.C. § 1002(3further agrees and acknowledges that the release provided for in this Section shall apply to all unknown and unanticipated injuries and/or damages (as well as those now disclosed), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status . Employee acknowledges and conduct as an officer understands that Section 1542 of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any Civil Code of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.State of California provides as follows:

Appears in 1 contract

Sources: Severance Agreement (Rigel Pharmaceuticals Inc)

Release of Claims. I voluntarily release a. For good and valuable consideration, including without limitation the payments and benefits provided by paragraph 2 above, Executive hereby voluntarily, knowingly and willingly releases, acquits and forever discharge discharges the BankCompany and its former, its affiliated current and related entitiesfuture parents, its subsidiaries, divisions, affiliates, predecessors, successors and assigns, its employee benefit plans and fiduciaries each of such planstheir current, former and the current and former future agents, employees, officers, directors, shareholders, employeesmembers, trustees, heirs, joint venturers, attorneys, accountants representatives, owners and agents of servants,(collectively, the “Company Entities”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscosts or expenses of any kind or nature whatsoever (collectively, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that), as of the date when I sign this Releasewhether known or unknown, I haveforeseen or unforeseen, that Executive ever had, now claim has or may have based upon any matter, fact, cause or thing, occurring from the beginning of time up to and including the date Executive executes this Agreement regarding, arising out of or relating to Executive’s employment with the Company or any events that may have occurred during the course of Executive’s employment or ever claimed to have had against any or all the termination of the ReleaseesExecutive’s employment. This includes, without limitation, the a release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of any such Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract; • , wrongful discharge, disability benefits, life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations of retaliation public policy, defamation, fraudulent misrepresentation or discrimination inducements and severance pay. Executive is also specifically releasing any such rights or Claims Executive may have, if any, under federalcommon law or the Worker Adjustment Retraining and Notification Act, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment ActAct (“ADEA”) (which prohibits discrimination in employment based on age), Claims Older Workers Benefit Protection Act of disability 1990 (“OWBPA”) (which also prohibits discrimination or retaliation under the Americans with Disabilities Actin employment based on age), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Rehabilitation Act, M.G.L. c. 149the Labor Management Relations Act, §§ 148-150Cthe Equal Pay Act, or otherwise; and • for damages or other remedies of any sortthe Americans with Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Employment Retirement Income Security Act, 29 U.S.C. § 1002(3)the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, my continuing the California Fair Employment and Housing Act, the California Family Rights Act, the California Constitution, the California Labor Code, all the above statutes as amended from time to time, and any other federal, state or local laws, rules, ordinances or regulations, whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Executive knows about, and those that Executive may not know about. By signing this Agreement, Executive is forever giving up Executive’s rights under to make the Agreement aforementioned Claims or demands. b. It is a condition hereof, and it is Executive’s intention in the execution of the release in paragraph 5.a above, that the same shall be effective as a bar to each and every claim hereinabove specified, and in furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon Executive by Section 1542 of the California Civil Code, which provides: 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. c. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release (including the i) any claim or right to payment of any bonus indemnification and/or contribution Executive may have pursuant to applicable law or pursuant to the Company’s governance instruments for which an award has been determined but has not been paid acts committed during the term scope of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my Executive’s employment with the Bank Company; (ii) coverage, if any, under any Company liability insurance policy; (iii) any claim or its termination. I agree that I shall not seek right under state unemployment and workers’ compensation statutes; (iv) any right Executive may have to a vested benefit under any pension or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any welfare plan of the Releasees with respect to Company; (v) any Claim other claim or right that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to Executive that are expressly set forth in this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.

Appears in 1 contract

Sources: Employment Agreement (T3 Motion, Inc.)

Release of Claims. I In consideration for, among other terms, the Consulting Period, the Consulting Fees, the COBRA Payments, and other benefits described above, you voluntarily release and forever discharge the BankCompany, its Parent and affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersmembers, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws, and the California Fair Employment and Housing Act); • under any other federal or state statute; • of defamation or other torts; • of violation of public policystatute (including, without limitation, Claims under the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, units, restricted common units, options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s attorneys’ fees; provided, however, that this release shall not not: (i) affect my your vested rights under the BankCompany’s ERISA plans, including but not limited to its Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3; (ii) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing affect your rights under this Agreement; (iii) release the Agreement Company from any obligation which cannot be released as a matter of law, including, but not limited to, obligations under workers’ compensation or unemployment compensation laws; (including the right to payment of iv) release any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank arising under any applicable insurance policy, contracts, governing documents equity plan or bylaws. In addition, nothing in this agreement; or (v) release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my of your rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in coverage and indemnification under the Company Bylaws, Company’s directors’ and officers’ liability insurance policies, Company’s employment practices liability insurance policies, and any way other applicable Company plans or policies, subject to my employment with the Bank or its terminationterms and conditions of same. I You agree that I shall not seek or to accept damages of any nature, other equitable or legal remedies for my your own benefit, attorney’s fees, benefit or attorneys’ fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.

Appears in 1 contract

Sources: Strategic Advisor & Transition Agreement (Moderna, Inc.)

Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, ▇▇▇ hereby generally and forever discharge completely releases the BankCompany and its affiliates, its affiliated and related entitiestheir parents, its subsidiaries, successors, predecessors and affiliates, and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, successors insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans(collectively “Released Parties”), and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the foregoing date ▇▇▇ signs this Agreement. The release set forth in their official and personal capacities this section (collectively referred to as the ReleaseesRelease”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitationbut is not limited to: (a) all claims arising out of or in any way related to ▇▇▇’▇ employment with the Company and its affiliates, the release of all Claims: • relating to my employment by the Bank and the or their affiliates, or termination of my that employment; • of wrongful discharge(b) all claims related to ▇▇▇’▇ compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company and its affiliates, or their affiliates; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (c) all federal, state state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the fedr4eal Civil Rights Act of 1964 and Claims (as amended), the federal Americans with Disabilities Act of any form of discrimination or retaliation that is prohibited by 1990 (as amended), the Massachusetts General Laws Chapter 151Bfederal Age Discrimination in Employment Act (as amended) (“ADEA”); • under any other , the federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, ▇▇▇ understands that the following rights under or claims are not included in this Release: (a) any rights or claims for indemnification ▇▇▇ may have pursuant to any written indemnification agreement with the Agreement (including Company or its affiliate to which he is a party; the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)charter, any statutory right to earned but unpaid wagesbylaws, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer operating agreements of the Bank Company or its affiliate; or under applicable law; or (b) any applicable insurance policy, contracts, governing documents or bylawsrights which cannot be waived as a matter of law. In addition, ▇▇▇ understands that nothing in this release shall affect my rights arising Release prevents ▇▇▇ from filing, cooperating with, or participating in any relationship proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I may have ▇▇▇ hereby waives his right to any monetary benefits in connection with any such claim, charge or proceeding. ▇▇▇ hereby represents and warrants that, other than the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing claims identified in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities paragraph, ▇▇▇ is not aware of any claims he has or might have that are unrelated not included in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Appears in 1 contract

Sources: Separation Agreement (Zynga Inc)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising from or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your 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, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (the “ADEA”), the California Labor Code (as amended), the California Family Rights Act and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any form valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and officers liability insurance); (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived by law; or (iv) any claims for 263438815 v2 breach or other enforcement of discrimination or retaliation this Agreement. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is prohibited knowing and voluntary and is not induced by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany through fraud, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cmisrepresentation, or otherwise; and • for damages a threat to withdraw or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under alter the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) offer prior to the expiration of the Employee Retirement Income Security Actreasonable time period, 29 U.S.C. § 1002(3), my continuing rights under or by providing different terms to employees who sign such an agreement prior to the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer expiration of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasetime period.

Appears in 1 contract

Sources: Separation Agreement (Cortexyme, Inc.)

Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankAmended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween ▇▇▇▇ ▇▇▇▇▇▇ (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, Executive, for and on behalf of himself and his heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d) or (e) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Caffiliate is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.

Appears in 1 contract

Sources: Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities obligations, both known and unknown, that arise out of every name or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units, or any other ownership, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”), Claims of disability discrimination or retaliation under the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (as amended), Claims of discrimination or retaliation under Title VII the Texas Labor Code, including Chapter 21 of the Civil Rights Texas Labor Code (as amended), the Texas Payday Law (as amended), the Texas Anti-Retaliation Act (as amended), and the Texas Whistleblower Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Certificate of 1964 Incorporation and Claims Bylaws of the Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwise; applicable directors and • for damages or other remedies of officers liability insurance. Also, excluded from this Agreement are any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, claims that this release shall cannot affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released be waived by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.

Appears in 1 contract

Sources: Transition, Separation and Consulting Agreement (Reneo Pharmaceuticals, Inc.)

Release of Claims. I voluntarily In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Health Insurance Reimbursement, you hereby generally and completely release the Company and forever discharge the Bankits parent, its subsidiary, and affiliated entities (along with their predecessors and related entitiessuccessors) and their directors, its predecessorsofficers, successors employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.

Appears in 1 contract

Sources: Separation Agreement (Volterra Semiconductor Corp)

Release of Claims. I voluntarily (a) For and in consideration of the payments and benefits set forth herein, to which you acknowledge you are not otherwise entitled, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, you, on your own behalf and on behalf of your heirs, executors, administrators, beneficiaries, representatives and assigns, hereby release and forever discharge the BankCompany, its affiliated parents, subsidiaries and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansaffiliates, and the current all of their respective past and former present officers, directors, shareholders, officers, employees, attorneysemployee benefit plans, accountants insurers, agents, representatives, successors and agents of assigns (collectively hereafter the "Releasees"), both individually and in their official capacities, from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all liability, claims, demands, debtsactions and causes of action of any type which you have had in the past, damages and liabilities of every name and naturenow have, known or unknown (“Claims”) thatmight now have, as from the beginning of the world up to the date when I sign that you execute this ReleaseAgreement, I havein any way resulting from, ever hadarising out of or connected with your employment, now claim its termination, or pursuant to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local statute, common law, employment law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Pregnancy Discrimination Act, the Age Discrimination in ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canton, MA 02021 p 781-737-3000 f ▇▇▇-▇▇▇-▇▇▇▇ Employment Act, the Older Workers Benefit Protection Act, the Worker's Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, the Massachusetts Wage Act, ▇.▇. ▇. 149 Sec. 148, the Massachusetts Fair Employment Practices Act, ▇.▇. ▇. 151B, all state fair employment practices acts, each as amended, and any and all claims for wrongful discharge, discrimination, harassment, retaliation, common law claims, actions in tort, defamation, breach of contract, and claims of interest in unvested stock options, for wages or for attorneys' fees) as well as any claims arising from any Offer Letter or Amendment thereto, any Company severance plan, policy or program including the former Amended and Restated Executive Separation Pay Plan. (includingb) Notwithstanding the foregoing, without limitationthis release of claims shall not apply to any claim to enforce the terms of this Agreement, Claims any rights that are vested under the terms of age discrimination an applicable retirement, benefit or retaliation equity award plan, or that may arise after your execution of this Agreement. (c) Nothing in this Agreement is intended to, or shall be interpreted to, discourage or interfere with rights under the Older Workers Benefit Protection Act, to test the knowing and voluntary nature of this release of claims under the Age Discrimination in Employment Act, Claims or to prevent the exercise of disability discrimination such rights. (d) Nothing in this Agreement prevents you from participating in or retaliation under the Americans cooperating with Disabilities Actany governmental, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cadministrative, or otherwise; regulatory investigation or proceeding regarding the Company, including the Equal Employment Opportunity Commission and • for damages comparable state agencies, the National Labor Relations Board, the Occupational Safety and Health Administration or other remedies of any sortthe Securities and Exchange Commission, including, without limitation, compensatory damages, punitive damages, injunctive relief but you acknowledge and attorney’s fees; provided, however, agree that this release you shall not affect my rights under the Bank’s Section 401(k) planseek, accept or be entitled to any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees monetary relief with respect to any Claim claim released by pursuant to this Release. I represent Agreement. (e) As a condition of the Company's obligations hereunder, you agree to execute a second Release of Claims, attached as Exhibit A to this Agreement, on the Separation Date, and return it to ▇▇▇▇ ▇▇▇▇▇▇, Chief Legal and Human Resources Officer, to release any claims that I may have not assigned to any third party arisen between the date you execute this Agreement and I have not filed with any agency or court any Claim released by this Releasethe Separation Date (hereafter the "Transition Period").

Appears in 1 contract

Sources: Separation Agreement (Dunkin' Brands Group, Inc.)

Release of Claims. I voluntarily release By your acceptance of this Agreement by your signature below, you agree that except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the BankIntra-Cellular and its parents, its affiliated affiliates and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former all their respective officers, directors, shareholdersagents, servants, employees, attorneys, accountants stockholders, successors and agents assigns (together, the “Released Parties”) of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as of events, acts or conduct at any time prior to and including the date when I sign this ReleaseAgreement is signed, I have, ever had, now claim to have including but not limited to: all such claims and demands directly or ever claimed to have had against indirectly arising out of or in any way connected with your employment with Intra-Cellular or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, restricted stock units, performance restricted stock units, or any other ownership interests in Intra-Cellular, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (law, statute or cause of action including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B(Title VII); • under any other federal or state statutethe Americans with Disabilities Act (ADA); • of defamation or other tortsthe Family and Medical Leave Act (FMLA); • of violation of public policythe Fair Labor Standards Act (FLSA); • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits); the Civil Rights Act of 1991; Section 1981 of U.S.C. Title 42; the Fair Credit Reporting Act (FCRA); the Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. § 1002(3; the Uniform Services Employment and Reemployment Rights Act (USERRA), my continuing rights under ; the Agreement Genetic Information Nondiscrimination Act (▇▇▇▇); the Immigration Reform and Control Act (IRCA); the New York Executive Laws (including the right New York State Human Rights Law); the New York State Paid Family Leave Benefits Law; the New York State Civil Rights Law; the New York Labor Law; the New York Worker Adjustment and Retraining Act (NY WARN); the New York Corrections Law; the New York City Administrative Code (including the New York City Human Rights Law); Maryland Fair Employment Practices Act; wage discrimination claims under Maryland Labor and Employment Code; as well as any claims under local statutes and ordinances that may be legally waived and released, including tort law; contract law (including, but not limited to payment claims under your Employment Agreement with the Company dated February 26, 2008); invasion of privacy; wrongful discharge; claims of discrimination or harassment based on sex, race, national origin, disability, or on any other basis; retaliation; fraud; defamation; emotional distress; breach of the implied covenant of good faith and fair dealing; claims for attorneys’ fees or costs; and/or claims for penalties. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You assume this risk and all other risks of any bonus for which an award has been determined but has not been paid during the term mistake in entering into this Agreement. You agree that this Agreement is fairly and knowingly made. You expressly waive and relinquish all rights and benefits under any law of employment), any statutory right to earned but unpaid wagesjurisdiction, including vacation paybut not limited to New York or Maryland, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to your release of any Claim released by this Release. I represent that I unknown or unsuspected claims you may have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseagainst the Released Parties.

Appears in 1 contract

Sources: Separation Agreement (Intra-Cellular Therapies, Inc.)

Release of Claims. I voluntarily release Executive covenants that he has no claim, grievance or complaint against any member of the Tenet Group currently pending before any state or federal court, agency, or tribunal; and, in consideration for the amounts to be paid to Executive pursuant to Section 4 of that certain Retirement Agreement and forever discharge General Release dated as of June 19, 2019, to which he would not otherwise be entitled, Executive hereby releases and discharges each member of the BankTenet Group, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official respective predecessors, successors, parents, subsidiaries, affiliated and/or related entities and personal capacities its and their directors, officers, supervisors, executives, representatives and agents (collectively referred to as the hereinafter, Tenet Releasees") generally from all claims, demands, debts, damages statutory and liabilities common law claims that Executive has or may have against the Tenet Releasees arising prior to Executive’s execution of every name and nature, known this Agreement and/or arising out of or unknown (“Claims”) that, as relating to his employment or engagement with any member of the date when I sign this ReleaseTenet Group or the termination thereof (herein, I have"Released Claims"). The term “Released Claims” does not include any claim for vested benefits under the ▇▇▇▇▇ Healthcare Corporation 401(k) Retirement Savings Plan, ever hadthe Tenet Employee Benefit Plan, now claim to have the Deferred Compensation Plan, ▇▇▇▇▇’▇ Stock Incentive Plans, or ever claimed to have had against any or all of the ReleaseesSERP. This includes, without Without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation include claims arising under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Americans with Disabilities Act, M.G.L. c. 149the Civil Rights Act of 1991, §§ 148-150Cthe Age Discrimination in Employment Act, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Worker Adjustment and Retraining Notification Act, any statutory right to earned but unpaid wages, including vacation pay, statutory analogous local or common law rights state laws or statutes in the state(s) in which Executive was last employed and any other claim based upon any act or omission of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Tenet Releasees with respect occurring prior to Executive’s execution of this Agreement. Executive further waives any right to any Claim released individual monetary or economic recovery or equitable relief against Tenet Releasees in any administrative proceeding or in any action, lawsuit, hearing or other proceeding instituted by this Release. I represent that I have not assigned any agency, person or entity, except to any third party and I have not filed with any agency the extent such waiver is prohibited by law or court any Claim released by this Releaseexpressly permitted herein.

Appears in 1 contract

Sources: Retirement, General Release, and Consulting Agreement (Tenet Healthcare Corp)

Release of Claims. I voluntarily Employee agrees to release any and forever discharge all claims, debts, demands, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages or expenses, in law or in equity, that Employee has or may have against the BankCompany arising out of Employee’s employment with the Company. Employee agrees that this release includes not only the Company, its affiliated and related entitiesbut also the Company’s successors, its predecessors, successors and assigns, its employee benefit plans present and fiduciaries of such plansformer parent companies, subsidiaries, and the current affiliates, and their present and former agents, representatives, officers, managers, directors, partners, trustees, shareholders, employeesinsurers, attorneys, accountants and agents employees (the “Released Parties”) and that this release includes all claims that Employee may have against the Released Parties occurring up through the date Employee signs this Agreement. Employee understands and agrees that this release is intended to waive all claims of every kind and nature, whether known or unknown, actual or contingent, asserted or unasserted, arising under common law, statutory law or otherwise. This release includes any and all causes of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known actions or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever claims Employee has had, now claim has, or may have up to have or ever claimed to have had against any or all the date of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (this Agreement including, without limitation, Claims of age discrimination or retaliation under those arising pursuant to the Age Discrimination in Employment Act, Claims Act of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under 1967; Title VII of the Civil Rights Act of 1964 1964, as amended; the Americans with Disabilities Act of 1990, as amended; the National Labor Relations Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Civil Rights Act of 1991; the Family and Claims Medical Leave Act of 1993; the Worker Adjustment and Retraining Notification Act of 1988; 42 U.S.C. § 1981; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Alabama Age Discrimination in Employment Act and any form claims for discrimination, harassment, wrongful termination, retaliation, breach of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • contract, claims of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay unpaid wages or any other compensation form of compensation, unpaid overtime or benefitsunpaid benefits under any federal, either under state or local laws or regulations, whether such claims arose, directly or indirectly, out of Employee’s employment with the Massachusetts Wage ActCompany. No claim of any sort is exempt from the above release, M.G.L. c. 149except claims that the law does not allow Employee to waive by signing this Agreement. This release forever bars all actions, §§ 148-150Cclaims, proceedings, and suits which arose or might arise in the future from any occurrences arising prior to the date of this Agreement and authorizes any court, administrative agency or tribunal to dismiss any claim, action, proceeding, or otherwise; suit filed by the Employee with prejudice. For the purpose of implementing a full and • for damages or other remedies of any sortcomplete release, includingEmployee expressly acknowledges that the releases given in this Agreement are intended to include, without limitation, compensatory claims that Employee did not know or suspect to exist in Employee’s favor at the time of the date of Employee’s execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon with which they might be based, would have materially affected Employee’s decision to enter into this Agreement; and that the consideration provided under this Agreement was also for the release of those claims and contemplates the extinguishment of any such unknown claims. This release is not to be construed as interfering with Employee’s right to testify, assist or participate in an administrative hearing or proceeding with any governmental agency (or file a charge or complaint with any governmental agency), but Employee understands that by signing this Agreement, Employee otherwise agrees to waive any right to recover damages and any other benefits or remedies through any governmental charge, complaint, investigation or action, including, but not limited to, back pay, front pay, benefits, damages, punitive damages, injunctive relief and attorney’s attorney fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, reinstatement or any other “employee benefit plan” as defined in Section 3(3) type of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitrelief, attorney’s feesas a result of any such charge, lawsuit or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseclaim.

Appears in 1 contract

Sources: Separation Agreement (Hibbett Sports Inc)

Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s provision of consideration set forth in Sections 2 and 3, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby forever discharge releases, discharges and acquits the BankCompany, each of its affiliated parent companies, subsidiaries and related other Affiliates and each of the foregoing entities’ respective past, its present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives in their personal and representative capacities (collectively, its the “Company Parties”), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and the current representative capacities, from liability for, and former officersConsultant hereby waives, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdamages, debtscosts, damages and liabilities or causes of every name and natureaction of any kind, whether known or unknown (“Claims”) thatunknown, related to Consultant’s prior employment with any Company Party, the termination of such employment as of the date when I sign Separation Date, and any other acts or omissions related to any matter on or prior to the time that Consultant executes this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, including without limitation, the release of all Claims(i) any alleged violation through such date of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under (A) any federal, state or local law (including, without limitation, Claims of age anti-discrimination or anti-retaliation under law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and Claims the Americans with Disabilities Act of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1990, as amended; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k(B) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, 29 U.S.C. § 1002(3)as amended; (D) the National Labor Relations Act, my continuing rights as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Workers Adjustment and Retraining Notification Act, as amended; (H) any federal, state or local wage and hour law; or (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all claims Consultant may have under the any employment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (including collectively, the right “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding the above, the Released Claims do not include any claim for breach of this Agreement by the Company, any claim that first arises after the date that Consultant signs this Agreement, or any claim to payment vested benefits under an employee benefit plan of any bonus for which an award has been determined but has not been paid during the term Company Party that is subject to ERISA. (c) Notwithstanding this release of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In additionclaims, nothing in this release shall affect my rights arising Agreement prevents Consultant from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Consultant understands and agrees that Consultant is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank comparable state or its termination. I agree that I shall not seek local agency proceeding or accept damages of any nature, other equitable or subsequent legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseactions.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Huntsman CORP)

Release of Claims. I voluntarily release Employee fully releases and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any discharges URI and all of the foregoing Released Parties (defined below) from all liability for any and all claims, demands, losses, liabilities, promises, and causes of action of any nature whatsoever (known and unknown) that Employee may now have or may have had arising on or before the Signature Date of this Agreement. This release includes, without limitation, all claims relating in their official any way to Employee’s employment by, association with, and personal capacities termination of employment from URI (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that). THIS IS A GENERAL RELEASE subject only to the specific exceptions set forth below. Claims released by Employee include, as of the date when I sign this Releasebut are not limited to, I haveany claims for monetary damages, ever hadsalary, now claim to have wages, bonuses, vacation, flex time, expenses, attorneys’ fees, indemnities, and other remedies or ever claimed to have had against damages sought in any legal proceeding or all of the Releasees. This includescharge filed with any court, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, agency either by Employee or by any person or entity claiming to act on Employee’s behalf or in Employee’s interest. Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation released include all claims under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, Section 1981, the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under Age Discrimination in Employment Act (“ADEA”) including the Massachusetts Wage Older Workers Benefit Protection Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150Cthe Rehabilitation Act of 1973, or otherwise; the Equal Pay Act, the ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Immigration Reform and • for damages or other remedies of any sortControl Act, includingthe Uniformed Services Employment and Reemployment Rights Act, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the Workers Adjustment and Retraining Notification Act, my continuing rights the Fair Labor Standards Act, the Family and Medical Leave Act, Chapters 28 and 50 of the Annotated Statutes of New Mexico, including but not limited to the New Mexico Human Rights Act, and any other local, city, county, state or federal statutes, laws, regulations or ordinances prohibiting harassment, discrimination or retaliation or otherwise governing the employment relationship. The Claims released include, but are not limited to, claims arising under the Agreement (including the any other federal, state, or local laws or causes of action restricting an employer’s right to payment terminate, discipline, promote, demote, or pay employees, or otherwise regulating employment including, but not limited to, any laws or causes of action related to: breach of implied employment contracts or covenants; wage and hour violations; wrongful discharge; breach of a bargaining agreement; any grievance under a bargaining agreement; breach of any bonus for which an award has been determined but has not been paid during contract, agreement or promise made prior to the term Signature Date; physical or personal injury; medical expenses; mental anguish and/or emotional distress; intentional or negligent infliction of employment), emotional distress; interference with contractual relations; fraud; intentional or negligent misrepresentation; libel; slander; defamation; invasion of privacy; violation of public policy; retaliatory discharge; breach of any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights sort of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank duty; prima facie tort or any affiliated other tort; claims for denial of due process or violation of corporate policy or procedure; and any other similar or related entity as a customer claims. The Claims released include claims seeking any monetary or a client. Furthermoreother remedies for Employee, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities directly or indirectly, that are unrelated in any way to my employment with are brought on behalf of a government including, but not limited to, any proceeding under the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any qui tam provisions of the Releasees with respect to any Claim released by this Release. I represent that I have Civil False Claims Act, 31 U.S.C. §§ 3729 et seq., whether or not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasethe government joins the proceeding.

Appears in 1 contract

Sources: Separation Agreement (Uranium Resources Inc /De/)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankEmployment Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to ▇▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute; 164720131 v6 (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 1 contract

Sources: Officer Employment Agreement (XOMA Corp)

Release of Claims. I voluntarily release and forever discharge the BankEmployer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersstockholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my employment by the Bank Employer and/or any affiliate of the Employer and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and 1964, Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)California Fair Employment and Housing Act; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefitsbenefits (except for such wages, either bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseEmployment Agreement); and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedI agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, howeverunder any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company’s Bylaws or applicable law. This release does not release claims that this release shall cannot affect be released as a matter of law, including, but not limited to, my rights under right to file a charge with or participate in a charge by the Bank’s Section 401(k) planEqual Employment Opportunity Commission, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give me the right to payment recover any monetary damages against the Company; my release of any bonus for which an award has been determined but has not been paid during claims herein bars me from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Appears in 1 contract

Sources: Employment Agreement (Fate Therapeutics Inc)

Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising from or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your 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, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (the “ADEA”), the California Labor Code (as amended), the California Family Rights Act and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any form valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and officers liability insurance); (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived by law; or (iv) any claims for breach or other enforcement of discrimination or retaliation this Agreement. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is prohibited knowing and voluntary and is not induced by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany through fraud, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cmisrepresentation, or otherwise; and • for damages a threat to withdraw or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under alter the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) offer prior to the expiration of the Employee Retirement Income Security Actreasonable time period, 29 U.S.C. § 1002(3), my continuing rights under or by providing different terms to employees who sign such an agreement prior to the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer expiration of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasetime period.

Appears in 1 contract

Sources: Separation Agreement (Cortexyme, Inc.)

Release of Claims. I In consideration for, among other terms, the Separation Benefits, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankAkston, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective investors, employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: relating to my your employment by the Bank and the termination of my employmentemployment with Akston; of wrongful dischargedischarge or violation of public policy; of breach of contract; ● of defamation or other torts; ● of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims Act of disability discrimination or retaliation under the 1967 (ADEA); Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 1964); ● any and Claims of any form of discrimination or retaliation that is prohibited by all claims under the Massachusetts General Laws Chapter 151B)Wage Act; under any other federal or state statutestatute (including, without limitation, Claims under the Fair Labor Standards Act); • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Actand J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ September 19, M.G.L. c. 149, §§ 148-150C, or otherwise; and • 2025 ● for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this . This release shall will not affect my your rights (i) under the Bank’s Section 401(kthis Agreement, (ii) planto defense and indemnification, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right each case pursuant to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable (x) the Company’s governing documents; (y) written agreement between you and Akston or (z) the Company’s insurance policy under which you are covered, pursuant to the terms of such policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my (iii) apply to rights arising from any relationship or claims that I may have with the Bank or any affiliated or related entity cannot be waived as a customer or a clientmatter of law. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I You represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.

Appears in 1 contract

Sources: Transition and Separation Agreement (Akston Biosciences Corp)

Release of Claims. I voluntarily release In consideration of the payments and forever discharge benefits described in Section 4(d) and Section 4(e) of the Bankemployment agreement (the “Employment Agreement”), its affiliated effective October 11, 2016, by and related entitiesbetween Executive and the Company, its predecessorsto which Executive agrees Executive is not entitled until and unless Executive executes and does not revoke this Release, successors Executive, for and on behalf of himself and his heirs, executors, administrators and assigns, its employee benefit plans hereby waives and fiduciaries of such plansreleases any and all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the current and former officersExecutive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and/or its respective predecessors, successors, past or present parents or subsidiaries, affiliates, investors, branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal respective capacities as such (collectively referred to as with the Entities, the “Releasees”) generally from all claimsby reason of circumstances, demands, debts, damages and liabilities of every name and nature, known acts or unknown (“Claims”) that, as of omissions which have occurred on or prior to the date when I sign that this ReleaseRelease becomes effective, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release (a) any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under (i) federal, state or local law (includinglaws pertaining to employment or termination of employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims as amended, the Civil Rights Act of disability discrimination or retaliation under 1991, as amended, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under as amended, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act of 1963, as amended, the Family and Claims Medical Leave Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, as amended, the Executive Retirement Income Security Act of 1974, as amended, any form of discrimination applicable Executive Order Programs, the Fair Labor Standards Act, or retaliation that is prohibited by their state or local counterparts (including, but not limited to, the Massachusetts General Laws Chapter 151BPennsylvania Human Relations Act), the Fair Employment and Housing Act, The California Family Rights Act, the California Labor Code, the California Military and Veterans Code, the California Government Code, the California Business and Professions Code; • under (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or state statuteordinance; • of defamation or other torts; • of violation of (iv) any public policy; • for wages, bonusescontract and/or quasi-contract or tort (including, incentive compensationbut not limited to, vacation pay claims of breach of the Employment Agreement, an expressed or implied contract, 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 compensation harm, wrongful or benefitsretaliatory discharge, either under the Massachusetts Wage Actfraud, M.G.L. c. 149defamation, §§ 148-150Cslander, libel, false imprisonment, negligent or otherwiseintentional infliction of emotional distress); and • for damages (v) common law; or other remedies of (vi) any sortpolicies, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) practices or procedures of the Employee Retirement Income Security ActCompany; or (b) any claim for costs, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws. Notwithstanding the foregoing, Executive does not release, discharge or waive: any rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Releasees with respect Company or its subsidiaries or affiliates, the laws of the State of Delaware or any other state of which any such subsidiary or affiliate is a domiciliary, the Employment Agreement or any indemnification agreement between Executive and the Company; any rights to insurance coverage under any Claim released directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may have in his capacity as a stockholder of the Company; any rights he may have to enforce the vested terms of any equity or other incentive agreement previously provided to him; any rights he may have to severance benefits and payment of Accrued Obligations under the Employment Agreement (the “Excluded Claims”). The Executive acknowledges that he has made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSection 2.

Appears in 1 contract

Sources: Employment Agreement (Virpax Pharmaceuticals, Inc.)

Release of Claims. I voluntarily release (a) As part of the consideration of the Company’s provision of payments to Executive after the Employment Termination Date in accordance with Section 2 of the Separation Agreement, which payments (and forever discharge any portion thereof) Executive was not entitled to but for his entry into (and non-revocation of) the BankSeparation Agreement, that certain General Release of Claims referenced in Section 2 of the Separation Agreement (the “General Release”) and this Confirming Release, Executive hereby releases and discharges the Company and its affiliated subsidiaries and related other affiliates and each of the foregoing entities’ respective partners, its members, predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plansowners, and the current and former partners, shareholders, officers, directors, shareholdersmanagers, employees, agents, attorneys, accountants administrators, benefit plans (including the fiduciaries and agents trustees of such plans) and insurers (collectively, the “Confirming Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsliabilities and causes of action, damages and liabilities of every name and naturewhether statutory or common law, known that are now known, or unknown (“Claims”) thatreasonably should be known, as of the date when I sign this Releaseto Executive, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of age discrimination action relating to any matter occurring on or retaliation under prior to the date that Executive executes this Confirming Release, including, without limitation, (i) any alleged violation through such date of: (A) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under ); (B) Title VII of the Civil Rights Act of 1964 1964, as amended; (C) the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Claims Health Act, as amended; (J) the Family and Medical Leave Act of 1993, as amended; (K) any state or federal anti-discrimination or anti-retaliation law; (L) any state or federal wage and hour law; or (M) any other local, state or federal law, regulation or ordinance; (ii) any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (iv) any and all claims Executive may have arising out of, or as the result of any form of discrimination or retaliation that is prohibited by breach of, any employment agreement (including the Massachusetts General Laws Chapter 151BEmployment Agreement); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other contract, incentive compensation plan or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cagreement, or otherwise; and • for damages equity compensation plan or agreement with the Company or any of the other remedies of any sortConfirming Released Parties (collectively, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesthe “Confirming Released Claims”); provided, however, that this release shall Confirming Release does not affect my apply to the Company’s or any of the other Confirming Released Parties’ obligations to Executive that may arise: (I) following the date that Executive executes this Confirming Release; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under the Bank’s Section 401(k) planCertificate of Incorporation, any other “employee benefit plan” as defined in Section 3(3) By-Laws or similar governing documents of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company or its subsidiaries or any written indemnification agreement by and between the Agreement Company and Executive; (including the right to payment of III) in connection with any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of defense or indemnification which would be otherwise afforded to Executive under any liability or defense for claims against me based on my status and conduct as an officer other insurance policy maintained by the Company; (IV) in connection with any rights of the Bank Executive under any applicable insurance policyhealth, contractsmedical and dental programs, governing documents including any claims to vested benefits under an employee benefit plan subject to ERISA; (V) with respect to any final payroll check for wages accrued through the date of execution of this Confirming Release; and (VI) such other rights or bylawsclaims as may arise after the date that Executive executes this Confirming Release. In additionThis Confirming Release is not intended to indicate that any Confirming Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, any and all potential claims of this nature that Executive may have against the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Confirming Release, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Confirming Release. This Confirming Release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS CONFIRMING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASED PARTIES. (b) Notwithstanding this release of liability, nothing in this release shall affect my rights arising Confirming Release prevents Executive from filing any relationship that I may have non-legally waivable claim, including a challenge to the validity of this Confirming Release with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Company or any affiliated or related entity other Confirming Released Party as a customer result of such EEOC or a clientcomparable state or local agency proceeding or subsequent legal actions. FurthermoreFurther, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated Confirming Release, the Separation Agreement or the General Release prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any way to my employment with investigation with, the Bank or its termination. I agree that I shall not seek or accept damages of any natureSecurities and Exchange Commission, other equitable or legal remedies for my own benefit, attorney’s feesthe Financial Industry Regulatory Authority, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any other securities regulatory agency or court authority (each, a “Government Agency”). This Confirming Release does not limit Executive’s right to receive an award for information provided to a Government Agency. (c) For the avoidance of doubt, in no event shall the Confirming Released Claims include any Claim released claim that arises after the date this Confirming Release is executed by this ReleaseExecutive, including, without limitation, any claim to enforce Executive’s rights under the Separation Agreement.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Cobalt International Energy, Inc.)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankTransition Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to ▇▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute; 260523219 v5 ​ ​ (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 1 contract

Sources: Employment Agreement (XOMA Corp)

Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current payments and former benefits provided to you pursuant to this Agreement, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement and which arise out of or are in any way related to your employment or other relationship, or termination of such employment or other relationship, with the Company or any of the foregoing Company’s subsidiaries and/or affiliates, including but not limited to: (1) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in their official and personal capacities the Company; (collectively referred to as the “Releasees”2) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (4) all federal, state state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of 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”), the federal Worker Adjustment and Claims Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of any form 1974 (as amended), the Family and Medical Leave Act of discrimination or retaliation that is prohibited by 1993, and the Massachusetts General Laws Chapter 151B); • under any California Fair Employment and Housing Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesjurisdictions; provided, however, that nothing herein shall (i) release the Company from any claims arising from or by reason of any breach by the Company of this release shall not Agreement; or (ii) affect my rights your rights, if any, to indemnification or director’s and officer’s liability insurance coverage provided to you by any agreement with the Company or any provision or any By-Law of the Company or application of law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under the Bank’s California Business & Professions Code Section 401(k) plan, 17200 or under any other “employee benefit plan” as defined unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in Section 3(3) this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination or retaliation on the Employee Retirement Income Security Actbasis of workers’ compensation status, 29 U.S.C. § 1002(3), my continuing rights under the but does not include workers’ compensation claims. Excluded from this Agreement (including are any claims which by law cannot be waived in a private agreement between employer and employee. You have the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency, however, you waive any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.

Appears in 1 contract

Sources: Separation Agreement (Yahoo Inc)

Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankCoC Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to: (a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA); (c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and 164697903 v6 regulations issued under each such statute; (f) all claims for violation of the Agreement federal or any state constitution; (including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and (h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.

Appears in 1 contract

Sources: Change of Control Severance Agreement (XOMA Corp)

Release of Claims. I voluntarily release All parties to this Agreement hereby mutually agree and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansacknowledge that by signing this Agreement, and the current for other good and former officersvaluable consideration, directors, shareholders, employees, attorneys, accountants and agents of they are waiving their right to assert any and all forms of legal claims against the other party of any kind whatsoever, whether known or unknown, arising from the beginning of time through the Effective Date (the “Waiver and Release”). In addition, to the extent permitted by the applicable bylaws of each entity comprising the Company, you shall be defended, held harmless and indemnified with respect to any claims of any kind arising out of the foregoing in their official course and personal capacities scope of your employment. Except as set forth below, the Waiver and Release is intended to bar any form of legal claim, charge, complaint or any other form of action (collectively jointly referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as by any party to this Agreement seeking any form of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesrelief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the release recovery of all Claims: • relating to my employment by the Bank and the termination any damages, or any other form of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the other parties to this Agreement, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the foregoing Waiver and Release, the parties to this Agreement specifically waive and release each other from the following claims: (i) Claims of age under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or retaliation harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, Claims the Civil Rights Acts of disability discrimination or retaliation under the Americans with Disabilities Act1866 and 1871, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code and any similar California or other state statute. (ii) Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other state or federal employment related statute, regulation or state statute; • of defamation or other torts; • of violation of public policy; • for executive order (as they may have been amended through the Effective Date) relating to wages, bonuses, incentive compensation, vacation pay hours or any other compensation terms and conditions of employment. (iii) Claims under any state or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, federal common law theory including, without limitation, compensatory damageswrongful discharge, punitive damagesbreach of express or implied contract, injunctive relief promissory estoppel, unjust enrichment, breach of a covenant of good faith and attorney’s fees; providedfair dealing, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) violation of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance public policy, contractsdefamation, governing documents interference with contractual relations, intentional or bylaws. In additionnegligent infliction of emotional distress, nothing invasion of privacy, misrepresentation, deceit, fraud or negligence. (iv) Any Claim arising out of your obligation to repay the Company amounts loaned to you in this release shall affect my rights connection with your relocation from Dallas, TX to the Carlsbad, CA area, as set forth in your employment agreement dated October 5, 2005, as amended. (v) Any other Claim arising from any relationship that I may have with the Bank under state or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasefederal law.

Appears in 1 contract

Sources: Separation and Release Agreement (Alphatec Holdings, Inc.)

Release of Claims. I voluntarily In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Consulting Fees, Health Insurance Reimbursement and Accelerated Vesting, you hereby generally and completely release the Company and forever discharge the Bankits parent, its subsidiary, and affiliated entities (along with their predecessors and related entitiessuccessors) and their directors, its predecessorsofficers, successors employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I that you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company, with the exception of wrongful dischargethe Accelerated Vesting to the extent that such vesting may be claimed to be covered by this release; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Family Rights Act, the California Labor Code (as amended), and Claims the California Fair Employment and Housing Act. Notwithstanding anything in this paragraph, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company (including without limitation the Company’s obligation to indemnify you pursuant to the terms of that certain Indemnification Agreement between you and the Company dated as of April 13, 2005), nor from any obligations undertaken by the Company in this Agreement. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Pacific Ethanol, Inc.)