Common use of Release of Claims Clause in Contracts

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 4 contracts

Sources: Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. In partial consideration for, and as a condition of the payments benefits and benefits described in Section 4 of other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Amended Company and Restated Employment Agreement its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (the collectively Employment AgreementReleased Party”) effective as of __________________, by from any and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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, all claims, charges or causes of action of any kind whatsoeverliabilities 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. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (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; (C) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (D) all tort claims, subsidiariesincluding (without limitation) claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (E) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding (without limitation) claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to the date that Executive signs this Release 1990 (the “Employment Claims”as amended), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” ”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), 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 law which prohibits 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 and retaliation on the basis of age)workers’ compensation status, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and all other federal, state and local laws and regulations relating to employment, but does not include claims for workers’ compensation or related benefits. By signing Excluded from this Release, Executive acknowledges Agreement are any claims that he intends by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to waive file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and release the right for vested retirement benefits pursuant to any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefitsCompany benefit plan. Notwithstanding the foregoing, Executive does not release, discharge or You waive, and the term “Employment Claims” shall not include: (i) however, any claims or causes of action arising under or related right to any failure by person monetary recovery or entity to perform or fulfill any obligation owed to Executive on or after other relief should the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont EEOC or any other state of which any subsidiary or affiliate is agency pursue a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsclaim on your behalf.

Appears in 4 contracts

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

Release of Claims. In partial consideration (a) You hereby release and forever discharge the Company and each of the payments its past and benefits described in Section 4 present officers, directors, employees, agents, advisors, consultants, successors and assigns from any and all claims and liabilities of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as any nature by you including, but not limited to, all actions, causes of __________________actions, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeysuits, Inc.debts, a Vermont corporation (the “Company”)sums of money, to which Executive agrees Executive is not entitled until and unless he executes this Releaseattorneys’ fees, Executivecosts, for and on behalf of himself and his heirs and assignsaccounts, subject to the last sentence of this Section 1covenants, hereby waives and releases any employmentcontroversies, compensation or benefit-related common lawagreements, statutory or other complaintspromises, damages, claims, charges or causes of action of any kind grievances, arbitrations, and demands whatsoever, both known and or unknown, in at law or in equity, which Executive by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever hadhave had or will ever have based on, now has or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of facts any kind or omissions which have occurred on or nature occurring prior to or on the effective date that Executive signs of this Release (Release. Without limiting the “Employment Claims”)generality of the above, including, without limitation, you specifically release and discharge any complaint, charge or cause and all claims and causes of action arising, directly or indirectly, from your employment at the Company, arising under federal, state or local laws the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to employment, including vested benefits under employee benefit plan(s) of the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of ageCompany), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans With Disabilities Act, or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. (b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, which provides as amendedfollows: “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, and all other federalwhich if known by him or her must have materially affected his settlement with the debtor.” In that regard, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to you hereby waive and release any relinquish all rights known and benefits that you have 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under Section 1542 of the certificate California Civil Code or any similar provision of incorporationthe statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this intention, the by-laws releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or equivalent governing documents existence of the Company any such additional or its subsidiaries different claims or affiliatesfacts by you, the laws of the State of Vermont your attorneys or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsperson.

Appears in 4 contracts

Sources: Executive Employment Agreement (Global Eagle Entertainment Inc.), Executive Employment Agreement (Global Eagle Entertainment Inc.), Executive Employment Agreement (Global Eagle Entertainment Inc.)

Release of Claims. In partial consideration You voluntarily and irrevocably release and discharge the Company, each related or affiliated entity, employee benefit plans, and the predecessors, successors, and assigns of the payments each of them, and benefits described in Section 4 each of the Amended their respective current and Restated Employment Agreement former officers, directors, shareholders, employees, and agents (the any and all of which are referred to as Employment AgreementReleasees”) effective as of __________________generally from all charges, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 promises, agreements, causes of action of action, damages, and debts that relate in any kind whatsoevermanner to your employment with or services for the Company, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents unknown (collectively, the Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), which you have, claim to have, ever had, or ever claimed to have had against any of the Releasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the compensation provided to you by the Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the Company, or your activities on behalf of the Company, including, without implication of limitation, any complaintClaims of wrongful discharge, charge breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or cause negligent misrepresentation, and unlawful discrimination or deprivation of action arising rights under federalthe common law or any statute or constitutional provision (including, state or local laws pertaining to employment, including the Age Discrimination in Employment Act without implication of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)limitation, the National Labor Relations Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the Age Discrimination in Employment Act, the Americans with Disabilities Act and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or 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 amendeda 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 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement shareholder agreements between Executive you and the Company, or (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 rights to insurance coverage under any directors’ applicable directors and officers’ personal officers liability insurance policy, and (d) cannot be released as a matter of law. You represent you have not assigned to any third party and you have not filed with any agency or fiduciary insurance policy; or (iii) court any claims to vested benefitsClaim released by this Agreement.

Appears in 3 contracts

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

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________Severance Payments, by and between [______] (“Executive”) and ▇▇▇▇▇ HockeyI, Inc., 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 assignsmyself, 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 affiliates and their respective shareholders, subsidiaries, successorsmy heirs, assigns, trusteeslegal representatives, directorssuccessors in interest, officersand any person claiming through me or any of them, limited hereby completely release and general partnersforever discharge all “Released Parties” (as that term is defined in paragraph 4 below) from any and all claims, managersdemands or liabilities whatsoever, joint venturers, members, employees based on any act or agents (collectively, the “Releasees”) by reason omission occurring before my signing of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)Release, including, without limitation, any complaintclaims, charge demands or cause liabilities arising out of action my employment with any Released Party or the ending of such employment. The matters released include, but are not limited to, any claim arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, under: Title VII of the Civil Rights Act of 1964, all as amended, ; the Federal Civil Rights Act of 1991; the Worker Adjustment and all other Retraining Notification Act of 1988; the Americans with Disabilities Act of 1990; the Federal Family and Medical Leave Act of 1993; the Equal Pay Act; the ▇▇▇▇▇ Civil Rights Act; 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, state or local law, regulation or ordinance regulating wages, hours and local laws working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and regulations relating 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, holiday pay, stock options, car allowance, life insurance, health or medical insurance, or any other fringe benefit; any claim for reimbursement of health or medical costs; and any claim for disability. Notwithstanding anything in this release to employmentthe contrary, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release shall not effect a release of any rights known or unknown that he claim I may have against the Releasees for post-termination rights or benefits under these my Employment Agreement and any other laws relating to employment, compensation or related benefits. Notwithstanding claim for indemnification from 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 Company 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 my Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsotherwise.

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. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________Severance Benefit, by and between [______] (“Executive”) and ▇▇▇▇▇ HockeyI, Inc., 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 assignsmyself, 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 affiliates and their respective shareholders, subsidiaries, successorsmy heirs, assigns, trusteeslegal representatives, directorssuccessors in interest, officersand any person claiming through me or any of them, limited hereby completely release and general partnersforever discharge all “Released Parties” (as that term is defined in paragraph 4 below) from any and all claims, managersdemands or liabilities whatsoever, joint venturers, members, employees based on any act or agents (collectively, the “Releasees”) by reason omission occurring before my signing of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)Release, including, without limitation, any complaintclaims, charge demands or cause liabilities arising out of action my employment with any Released Party or the ending of such employment. The matters released include, but are not limited to, any claim arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, under: Title VII of the Civil Rights Act of 1964, all as amended, ; the Federal Civil Rights Act of 1991; the Worker Adjustment and all other Retraining Notification Act of 1988; the Americans with Disabilities Act of 1990; the Federal Family and Medical Leave Act of 1993; the Equal Pay Act; the ▇▇▇▇▇ Civil Rights Act; 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, state or local law, regulation or ordinance regulating wages, hours and local laws and regulations relating to employmentworking conditions; any action based on any alleged breach of contract, 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) breach of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate covenant of incorporationgood faith and fair dealing, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesfraud, the laws of the State of Vermont fraudulent inducement or any other state tort; any violation of which public policy or statutory or constitutional rights; any subsidiary claim for severance pay, bonus or affiliate is a domiciliarysimilar benefit, sick leave, pension, retirement, vacation pay, holiday pay, stock options, car allowance, life insurance, health or medical insurance, or any other fringe benefit; any claim for reimbursement of health or medical costs; and any claim for disability. Notwithstanding anything in this release to the contrary, this release shall not effect a release of any claim I may have for post-termination rights or benefits under my employment agreement and any claim for indemnification from the Company under my employment agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsotherwise.

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. In partial Except as otherwise set forth in this Agreement, in exchange for the consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby generally and unless he executes this Releasecompletely release the Company and its parents, Executivesubsidiaries, for successors, predecessors and on behalf of himself affiliates, and his heirs its and their directors, officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, subject to the last sentence of this Section 1, hereby waives from any and releases any employment, compensation or benefit-related common law, statutory or other complaints, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (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; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing (including but not limited to claims arising under or based on the Employment Agreement); (d) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (e) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to the date that Executive signs this Release 1990 (the “Employment Claims”as amended), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), and the National Labor Relations Act, the Civil Rights California Fair Employment and Housing Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all (as amended, and 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 foregoingabove, Executive does you do not releaserelease the Company from any obligation to indemnify you pursuant to contract, discharge the Company’s articles or waiveby-laws, and the term “Employment Claims” shall not include: (i) any or applicable law. You represent that you have no lawsuits, claims or causes actions pending in your name, or on behalf of action arising under any other person or related to entity, against the Company or any failure by other person or entity subject to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsrelease granted in this paragraph.

Appears in 3 contracts

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

Release of Claims. (a) In partial exchange for the Separation Benefits, and in consideration of the payments further agreements and benefits described in Section 4 promises set forth herein, Executive agrees unconditionally and forever to release and discharge the Employer Parties, including, without limitation, any of the Amended Employer Parties respective current and Restated Employment Agreement (the “Employment Agreement”) effective former officers, directors, members, managers, employees, representatives, attorneys and agents, as well as all of __________________their predecessors, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholdersparents, subsidiaries, successorsaffiliates, assigns, trustees, directors, officers, limited successors in interest and general partners, managers, joint venturers, members, employees or agents assigns (collectively, the “Releasees”) by reason from any and all claims, actions, causes of facts action, demands, rights, or omissions damages of any kind or nature which have occurred Executive may now have, or ever have, whether known or unknown, 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 prior to before the date that Executive signs this Release Agreement. (b) This release specifically includes any and all claims relating to or arising from Executive’s employment with any Employer Parties, the “Employment Claims”)terms and conditions of that employment, includingand the termination of that employment relationship, without limitation: any and all claims for fraud; breach of contract; breach of 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 complaint, charge sort; wrongful termination; retaliation; wrongful demotion; discrimination or cause of action arising under harassment on any basis protected by federal, state or local laws pertaining law including, but not limited to employmentrace, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)color, the National Labor Relations Actsex, the Civil Rights Act of 1991gender identity, the Americans with Disabilities Act of 1990national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964, all as amendedthe Civil Rights Acts of 1866, 1870 and 1991, the Family and Medical Leave Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the 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 state, or local statutes, ordinances and local laws laws; violation of any safety and regulations relating health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to employmentthe date of execution of this release (“Released Claims”). The Released Claims, compensation however, shall not include any claims, rights or related benefits. By signing benefits arising under this ReleaseAgreement, 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 acknowledges (including, but not limited to, (i) that he intends certain Indemnification Agreement, dated as of March 18, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), (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 and release any Executive’s rights known or unknown that he may have against the Releasees under these and any other laws relating statute or regulation, state or federal, that provides that a general release does not extend to employment, compensation or related benefits. Notwithstanding the foregoing, claims that Executive does not releaseknow 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. (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 or waivedamages of any kind or nature (other than those relating to Executive’s service as a director or trustee of the Adviser or REITs) which they may now have, or ever had, whether known or unknown, arising out of or in any way related to Executive’s employment with or termination from employment on or before the 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 the term “Employment Claims” shall not include: (i) any claims or causes of action action, known or unknown, to the fullest extent permitted by law except as otherwise expressly provided herein. 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 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 this Agreement is executed by Executive. Further, this Agreement shall not limit or the terms of prohibit any equity award agreement, including without limitation any obligation under Section 4(d), (e) party’s ability to bring a claim to enforce this Agreement nor shall it waive or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights limit Executive’s right to indemnification that he may have under the certificate (including with respect to any right to receive advancement of incorporationexpenses and to be held harmless) pursuant to any applicable directors and officers liability insurance coverage, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any written indemnification agreement between any of the Employer Parties and Executive and (including, but not limited to, the CompanyIndemnification Agreements) or pursuant to the bylaws of the REITs, as applicable, or any rights pursuant to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsapplicable 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. In partial consideration Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of the payments and benefits described from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law 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 in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or conduct at any time prior to the date that Executive signs you execute this Release (the “Employment Claims”)Agreement, including, without limitationbut not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any complaintand all tort claims for personal injury, charge claims or cause 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 action arising under disputed compensation; claims pursuant to any federal, state or local laws pertaining to employmentlaw or cause of action including, including but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA,” a law which prohibits discrimination on ”); the basis of age), the National Labor Relations Act, the Civil Rights federal Employee Retirement Income Security Act of 19911974, 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, 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 1964good faith and fair dealing; provided, all as amendedhowever, and all other federal, state and local laws and regulations relating that nothing in this paragraph shall be construed in any way 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or from its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and obligation to indemnify you pursuant to the Company, ’s indemnification obligation pursuant to agreement or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsapplicable law.

Appears in 2 contracts

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

Release of Claims. In partial exchange for the compensation, benefits and other consideration of to be provided to Employee under the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleased Parties”), from, and agrees not to which Executive agrees Executive is not entitled until sue or otherwise institute any legal or administrative proceedings concerning, any 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, all claims, charges or duties, liabilities, obligations and causes of action of any kind whatsoeveraction, both known and unknown, that arise out of or are in law any way related to events, acts, conduct or in equity, which Executive ever had, now has omissions occurring prior to or may have against on the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents date Employee signs this Release Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Released Claims”). The Released Claims include but are not limited to: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment; (b) all claims related to compensation or benefits from XOMA, includingincluding salary, without limitationbonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership, charge equity or cause profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of action arising under shares of stock of XOMA); (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 public policy; (e) all federal, state or and local laws pertaining to employmentstatutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 19641974, all as amendedthe federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; ​ ​ (f) all claims for violation of the federal or any state constitution; (g) all claims arising out of any other federal, state and local laws and regulations relating to employment, compensation employment or related benefits. By signing this Release, Executive acknowledges that he intends to waive employment discrimination; and (h) all claims for attorneys’ fees 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitscosts.

Appears in 2 contracts

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

Release of Claims. In partial The parties agree that in consideration for the undertakings and promises of the payments Company, EMPLOYEE unconditionally releases, discharges, holds harmless, and benefits described in Section 4 agrees to indemnify the Company from each and every claim, cause of action, right, liability or demand of any kind, and from any claims which may be derived therefrom (collectively referred to as “claims”), that EMPLOYEE had, has, or might claim to have against the Amended and Restated Employment Company at the time the EMPLOYEE executes this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyEffective Date”), including but not limited to which Executive agrees Executive is not entitled until claims of every kind and unless he executes this Releasecharacter, 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 known 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 matured or not matured, which EMPLOYEE may have now or in equity, which Executive ever had, now has the future arising from any act or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees omission or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred condition occurring on or prior to the date that Executive signs this Release Effective Date (the “Employment Claims”), including, without limitation, the future effects of such acts, omissions, or conditions), whether based on tort, contract (express or implied), or any complaint, charge or cause of action arising under federal, state state, or local laws pertaining to employmentlaw, including the Age Discrimination in Employment Act of 1967 statute, or regulation (the “ADEA,” a law which prohibits discrimination on the basis of age)collectively, the National Labor Relations Act”Released Claims”). By way of example and not in limitation of the foregoing, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Released Claims shall include any claims arising under: (i) Title VII of the Civil Rights Act of 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 Medical Leave Act, the Employee Retirement Income Security Act, as well as any claims asserting discrimination based upon age, race, sex, national origin, disability or handicap, religion, sexual orientation, marital status, entitlement to benefits, or any other 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 intentional 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 privacy; and (xiii) claims related to disability. Released Claims shall also include, but not be limited to, claims for severance pay, bonuses, sick leave, vacation pay, life or health insurance, or any other fringe benefit. EMPLOYEE likewise releases the Company from any and all as amendedclaims or potential claims for damages or relief of any kind, including but not limited to back pay, front pay, compensatory damages, punitive damages, attorneys’ fees, costs, disbursements and/or the like, or for equitable relief and reinstatement. EMPLOYEE acknowledges that the Released Claims include any unknown claims. If applicable, EMPLOYEE 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 all other federalagrees 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, state and local laws and regulations relating to employment, compensation which if known by him or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known her must have materially affected his or unknown that he may have against her settlement with the Releasees under these and any other laws relating to employment, compensation or related benefits. debtor.” Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” Released Claims shall not include: (i) any claims based on obligations created by 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)reaffirmed in this Agreement; or (ii) any unemployment insurance claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or and any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyworkers' compensation claims; or (iii) any claims to vested benefitsclaim that cannot be waived based on applicable law. EMPLOYEE represents and warrants that he has no lawsuit involving any Released Claims pending as of the date EMPLOYEE signs this Agreement.

Appears in 2 contracts

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

Release of Claims. In partial consideration for, among other terms, the Severance Pay and Benefit Payment, which you acknowledge you would otherwise not be entitled, you, on behalf of the payments yourself and benefits described in Section 4 of the Amended your heirs, administrators, representatives, successors and Restated Employment Agreement assigns (together with you, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleasors”), to which Executive agrees Executive is not entitled until voluntarily release and unless he executes this Releaseforever discharge the Company, Executiveits affiliated and related entities, for its and on behalf of himself and his heirs their respective predecessors, successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited and general partnersemployees, managers, joint venturers, members, employees or investors, independent contractors, partners, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, 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 you sign this Agreement, 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, all Claims: • relating to your employment by reason and termination of facts employment with the Company; • of wrongful discharge or omissions which have occurred on violation of public policy; • of breach of contract; • of defamation or prior other torts; • of retaliation or discrimination under federal, state or local 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, the California Family Rights Act and the California Labor Code; • under the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, 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 Law, Section 125 of the New York Workers’ Compensation Law, the New York City Human Rights Law; • under any other federal or state statute, 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 date that Executive signs this Release (the “Employment Claims”)fullest extent permitted by applicable law, and any Claims under MGL c. 151B; • 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 your rights under this Agreement and to any complaintvested benefits under any 401(k) plan and Health Savings Account. You agree not to accept damages of any nature, charge other equitable or cause legal remedies for your own benefit or attorney’s fees or costs from any of action arising under federalthe Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, state you represent that 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 local laws pertaining any other compensation or benefits from the Company or its affiliates. The Company shall permit you to employmentretain your Company laptop, including 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 Age Discrimination in Employment Act of 1967 following (the “ADEA,” a law which prohibits discrimination on the basis of agei), (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 National Labor Relations ActCalifornia 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 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 Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, terms “creditor” and all other federal, state and local laws and regulations relating “releasing party” in Section 1542 refers 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, you and the term “Employment Claimsdebtorshall 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 include: (i) waiving any rights or claims that may arise out of acts 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 events that occur after the date hereof under on which you sign this Agreement. (iii) Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the Employment 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 terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) Ongoing Obligations limits your ability to disclose or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliarydiscuss conduct, or the existence of a settlement (other than the amount paid in any indemnification agreement between Executive such settlement) involving conduct, that you reasonably believe under Washington state, federal, or 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 any rights between the Company and an employee, whether on or off Company premises. If you are located in Oregon, you agree that your signature to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims this Agreement constitutes a request to vested benefitsenter into this Agreement.

Appears in 2 contracts

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

Release of Claims. In partial consideration of Except as provided below, the payments Executive voluntarily releases and benefits described in Section 4 of forever discharges the Amended Company, its affiliated and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________related entities, by its and between [______] (“Executive”) and ▇▇▇▇▇ Hockeytheir respective predecessors, Inc., 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 successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiariesand the current and former members, successors, assigns, trusteespartners, directors, officers, limited shareholders, employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (collectively, “Claims”) that, as of the date that when the Executive signs this Release (Release, he has, ever had, now claims to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to the Executive’s employment by and termination from employment with the Company or any complaint, charge related entity; • of wrongful discharge or cause violation of action arising public policy; • of breach of contract; • of discrimination or retaliation under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964; • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, all as amendedbonuses, and all incentive compensation, stock, stock options, vacation pay or any other federal, state and local laws and regulations relating to employment, compensation or related benefits, whether under the Massachusetts Wage 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. By signing Notwithstanding anything to the contrary contained in 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 Section 2 of this Release does not release, discharge or waive, include and the term “Employment Claims” shall will not includepreclude: (ia) Executive’s rights or claims under the Agreement to receive Termination Benefits; (b) claims for worker’s compensation benefits under applicable law; (c) 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 solely after the date hereof under the Employment Agreement or the terms execution of any equity award agreement, including without limitation any obligation under Section 4(d), this Release; (e) or (g) of the Employment Agreement (as applicable); or (iid) any claims or rights Executive may have to indemnification that he any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the “Plans”), subject to the terms of the, including, but not limited to, the Company’s 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable equity Award agreements; (e) any rights and/or claims Executive may have under the certificate Consolidated Omnibus Budget Reconciliation Act of incorporation1985 (“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 (h) rights, the by-laws or equivalent governing documents of if any, to defense and indemnification from the Company or its subsidiaries or affiliates, insurers for actions taken by Executive in the laws course and scope of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and Executive’s employment with the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.;

Appears in 2 contracts

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

Release of Claims. In partial exchange for the consideration of under this Separation Agreement to which you would not otherwise be entitled, including but not limited to the payments severance benefits, and benefits described except as otherwise provided in Section 4 of this Separation Agreement, you hereby generally and completely release, acquit and forever discharge the Amended Company, and Restated Employment Agreement its parent, subsidiary, or affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleased Parties”), to which Executive agrees Executive is not entitled until of and unless he executes this Release, Executive, for from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise from or are in law any way related to events, acts, conduct, or in equity, which Executive ever had, now has or may have against omissions occurring at any time prior to and including the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents date that you sign this Separation Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Released Claims”). The Released Claims include, includingbut are not limited to: (a) all claims arising out of or in any way related to your employment with the Company, without limitationor the termination of that employment; (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 complaintother ownership or equity interests in the Company; (c) all claims for breach of contract, charge 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 public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federalthe federal Civil Rights Act of 1964 (as amended), state or local laws pertaining to employmentthe federal Americans with Disabilities Act of 1990 (as amended), including the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA,” a law which prohibits discrimination on the basis of age), the National California Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all Code (as amended, ) and all other federal, state the California Fair Employment 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 benefitsHousing Act (as amended). Notwithstanding the foregoing, Executive does the following are not releaseincluded in the Released Claims (the “Excluded Claims”): (A) any rights you may have under any of the Company’s D&O or other insurance policies, discharge as applicable or waivethe charter or bylaws of the Company; (B) any rights or claims you have to unemployment compensation, and the term “Employment Claims” shall funds accrued in your 401(k) account or any vested equity incentives; (C) any rights that are not include: waivable as a matter of law; or (iD) any claims or causes arising from the breach by the Company of action arising under or related the Separation Agreement to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after which this Release is attached. You hereby represent and warrant that, other than the date hereof under the Employment Agreement or the terms Excluded Claims, you are not aware of any equity award agreement, including without limitation claims you have or might have against any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification Released Parties that he may have under are not included in the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsReleased Claims.

Appears in 2 contracts

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

Release of Claims. In partial exchange for the compensation, benefits and other consideration of to be provided to Employee under the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleased Parties”), from, and agrees not to which Executive agrees Executive is not entitled until s▇▇ or otherwise institute any legal or administrative proceedings concerning, any 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, all claims, charges or duties, liabilities, obligations and causes of action of any kind whatsoeveraction, both known and unknown, that arise out of or are in law any way related to events, acts, conduct or in equity, which Executive ever had, now has omissions occurring prior to or may have against on the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents date Employee signs this Release Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Released Claims”). The Released Claims include but are not limited to: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment; (b) all claims related to compensation or benefits from XOMA, includingincluding salary, without limitationbonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership, charge equity or cause profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of action arising under shares of stock of XOMA); (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 public policy; (e) all federal, state or and local laws pertaining to employmentstatutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 19641974, all as amendedthe federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; (f) all claims for violation of the federal or any state constitution; (g) all claims arising out of any other federal, state and local laws and regulations relating to employment, compensation employment or related benefits. By signing this Release, Executive acknowledges that he intends to waive employment discrimination; and (h) all claims for attorneys’ fees 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitscosts.

Appears in 2 contracts

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

Release of Claims. In partial consideration Releasor hereby releases and forever discharges each and every Releasee of the payments and benefits described in Section 4 from any and all claims, demands, actions, causes of the Amended action, damages and Restated Employment Agreement liabilities (the all hereinafter referred to as Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Companyclaims”), to which Executive agrees Executive is whether or not entitled until and unless he executes this Releasenow known, 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 suspected 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 equityclaimed, which Executive Releasor ever had, now has has, or may hereafter claim to have had against the Company and its affiliates and their respective shareholdersany Releasee(s), subsidiariesrelating in any way to her employment with Safeway, successorsany status, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees term or agents (collectivelycondition of such employment, the “Releasees”) by reason termination of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including or her opportunity for employment following the Age Discrimination in Employment Act Severance Date. This release of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)claims is expressly intended to, the National Labor Relations Actand does, the Civil Rights Act of 1991extend to and include, the Americans with Disabilities Act of 1990but is not limited to, claims under: Title VII of the Civil Rights Act of 1964, all as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and all 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 and or local laws and statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to employment, compensation or related the payment of wages and benefits. By signing this ReleaseThis release also extends to and includes, Executive acknowledges that he intends to waive 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 release any rights known or unknown that he may have against the Releasees under these fair dealing; and any and all other laws relating to employment, compensation or related benefitscommon law contract and/or tort claims. Notwithstanding the foregoingrelease of claims otherwise provided for in this section of the Agreement, Executive does it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot releasebe waived as a matter of law, discharge including but not limited to filing a charge of harassment, discrimination or waiveretaliation with the Equal Employment Opportunity Commission (EEOC), and or any of its state or local deferral agencies, or participating in in any investigation by the term “Employment Claims” EEOC or any of its state or local deferral agencies. Further, it is expressly understood that nothing in this Agreement shall not include: (i) be construed to be a waiver by Releasor of any claims benefit that vested in any benefit plan prior to the effective date of this Agreement or causes vested thereafter, or as a waiver of her right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any by-law, agreement or charter document of Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action arising under or related to alleging a breach of this Agreement by any failure by Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to perform be filed or fulfill brought, any obligation owed 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 or entities that 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 Executive 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 ▇▇▇▇▇’▇ employment with Safeway, any status or term of her employment, the termination of that employment, her duties on behalf of Safeway at any time, or her opportunity for employment following the Severance Date. 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 include any claim which results after the effective date hereof under the Employment of this Agreement or the terms based on any claimed breach of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthis Agreement.

Appears in 2 contracts

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

Release of Claims. In partial consideration of the payments The Executive voluntarily releases and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 forever discharges the Company and its affiliates and their respective shareholders, subsidiariespredecessors, successors, assigns, trusteesand current and former members, equity holders. partners, directors, officers, limited employees, representatives, attorneys, agents, subsidiaries and general partnersall persons acting by, managersthrough, joint venturers, members, employees under or agents in concert with any of the foregoing (collectively, any and all of whom or which are hereinafter referred to as the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (collectively, “Claims”) by reason that the Executive now has, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of facts or omissions which have occurred on or prior Claims includes, without implication of limitation, the release of all Claims: · relating to the date that Executive signs this Release (Executive’s employment by and retirement from employment with the “Employment Claims”), including, without limitation, any complaint, charge Company; · of wrongful discharge; · of breach of contract; · of retaliation or cause of action arising discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 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; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. · In granting the release herein, Executive understands that this Agreement includes a release of all as amendedclaims known or unknown. In giving this release, and all other federal, state and local laws and regulations relating which includes claims which may be unknown to employment, compensation or related benefits. By signing this ReleaseExecutive at present, Executive acknowledges that he intends has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to waive 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.” Executive hereby expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any rights known unknown or unknown that he unsuspected claims Executive 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsReleasee.

Appears in 2 contracts

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

Release of Claims. In partial exchange for the consideration of the payments under this Separation Agreement, you hereby generally and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)completely, 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 fullest extent permitted by law, statutory or other complaintsrelease the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Separation Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (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; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (d) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (e) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights federal Age Discrimination in Employment Act of 19641967, all as amended (“ADEA”), and the California Fair Employment and Housing Act (as amended), and all other federal, state and local laws and regulations relating related 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 2 contracts

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

Release of Claims. In partial (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 releases, discharges and acquits the Company, each of its parent companies, subsidiaries and other Affiliates and each of the payments foregoing entities’ respective past, present and benefits described 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 representatives in Section 4 of the Amended their personal and Restated Employment Agreement representative capacities (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyCompany Parties”), to which Executive agrees Executive is not entitled until as well as all employee benefit plans maintained by a Company Party and unless he executes this Releaseall fiduciaries and administrators of any such plans, Executivein their personal and representative capacities, for from liability for, and on behalf of himself Consultant hereby waives, any 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, all claims, charges damages, costs, or causes of action of any kind whatsoeverkind, both whether known and or unknown, in law or in equity, which Executive ever had, now has or may have against the related to Consultant’s prior employment with any Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectivelyParty, the “Releasees”) by reason termination of facts such employment as of the Separation Date, and any other acts or omissions which have occurred related to any matter on or prior to the date time that Executive signs Consultant executes this Release (the “Employment Claims”)Agreement, including, including without limitation, (i) any complaint, charge or cause of action arising under alleged violation through such date of: (A) any federal, state or local laws pertaining to employmentanti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the “ADEA,” a law which prohibits discrimination on the basis of ageOlder Workers Benefit Protection Act), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and all other the Americans with Disabilities Act of 1990, as amended, the Arkansas Civil Rights Act of 1993; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, 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 local laws and regulations relating to employmenthour law; (I) any other local, compensation state or related benefits. By signing this Releasefederal law, Executive acknowledges that he intends to waive and release any rights known regulation, ordinance or unknown that he orders which may have against the Releasees under these and afforded any other laws relating to employment, compensation legal 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 equitable 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) nature; or (gJ) any public policy, contract, tort, or common law claim or claim for fraud or misrepresentation of the Employment Agreement (as applicable)any kind; or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationallegation for costs, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliaryfees, or any indemnification agreement between Executive and the Companyother expenses including attorneys’ fees incurred in, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policywith respect to, a Released Claim; or (iii) any and all claims Consultant may have under 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 (collectively, the “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 that first arises after the date that Consultant signs this Agreement or any claim to vested benefitsbenefits under an employee benefit plan of any Company Party that is subject to ERISA. (c) Notwithstanding this release of liability, nothing in this Agreement prevents Consultant from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the 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 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 result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Appears in 2 contracts

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

Release of Claims. In partial exchange for the compensation, benefits and other consideration of to be provided to Employee under the payments CoC Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and benefits described in Section 4 of the Amended completely releases XOMA and Restated Employment Agreement XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleased Parties”), from, and agrees not to which Executive agrees Executive is not entitled until s▇▇ or otherwise institute any legal or administrative proceedings concerning, any 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, all claims, charges or duties, liabilities, obligations and causes of action of any kind whatsoeveraction, both known and unknown, that arise out of or are in law any way related to events, acts, conduct or in equity, which Executive ever had, now has omissions occurring prior to or may have against on the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents date Employee signs this Release Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Released Claims”). The Released Claims include but are not limited to: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment; (b) all claims related to compensation or benefits from XOMA, includingincluding salary, without limitationbonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership, charge equity or cause profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of action arising under shares of stock of XOMA); (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 public policy; (e) all federal, state or and local laws pertaining to employmentstatutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 19641974, all as amendedthe federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; (f) all claims for violation of the federal or any state constitution; (g) all claims arising out of any other federal, state and local laws and regulations relating to employment, compensation employment or related benefits. By signing this Release, Executive acknowledges that he intends to waive employment discrimination; and (h) all claims for attorneys’ fees 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitscosts.

Appears in 2 contracts

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

Release of Claims. In partial consideration of the payments and benefits described Except as otherwise set forth in Section 4 of the Amended and Restated Employment Agreement (the “Employment this Agreement”) effective as of __________________, by and between [______] (“Executive”) and P▇▇▇▇▇ Hockeyhereby releases, Inc.acquits and forever discharges the Company and its owners, a Vermont corporation officers, directors, shareholders, employees, agents, independent contractors, members, executors, partners, joint venturers, administrators, parent, subsidiaries, assigns, associates, affiliates, and attorneys, as well as all persons or companies acting by, under, through or in concert with any of them (the “Company”"Released Parties"), to which Executive agrees Executive is not entitled until of and unless he executes this Releasefrom any and all claims, Executiveliabilities, for demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and on behalf obligations of himself every kind and his heirs and assignsnature, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common in law, statutory equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed and undisclosed, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against 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 Company and its affiliates and their respective shareholdersor the separation of that employment; claims or demands related to salary, subsidiariesvacation, successorsfringe benefits, assignsexpense reimbursements, trusteesseparation pay, directorsequity or stock, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason any other form of facts or omissions which have occurred on or prior compensation; claims pursuant to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employmentlaw, including the Age Discrimination in Employment Act statute, or cause of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)action including, but not limited to, the National Labor Relations Act, the federal Civil Rights Act of 19911964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, Title VII as amended; the federal Family and Medical Leave Act, as amended (the "FMLA"); the federal Age Discrimination in Employment Act; the federal Older Workers Benefit Protection Act; the L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the California Fair Employment and Housing Act, 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, all as amended, good faith and all fair dealing ("Release"). This Release does not prohibit P▇▇▇▇▇ from participating in an Equal Employment Opportunity Commission ("EEOC") or other federal, state and or local laws and regulations relating to employmentadministrative agency investigation or proceeding. However, compensation or related benefits. By signing this Release, Executive acknowledges that he intends P▇▇▇▇▇ agrees to waive and release his right to monetary or other recovery should any rights known claim be pursued with the EEOC 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 administrative agency on his behalf arising out 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and his employment with and/or separation from the Company. In addition, or this Release shall not be construed in any way to waive any rights or benefits that may not be waived pursuant to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsapplicable law.

Appears in 2 contracts

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

Release of Claims. In partial consideration You voluntarily and irrevocably release and discharge the Company, each related or affiliated entity, employee benefit plans, and the predecessors, successors, and assigns of the payments each of them, and benefits described in Section 4 each of the Amended their respective current and Restated Employment Agreement former officers, directors, shareholders, employees, and agents (the any and all of which are referred to as Employment AgreementReleasees”) effective as of __________________generally from all charges, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 promises, agreements, causes of action of action, damages, and debts that relate in any kind whatsoevermanner to your employment with or services for the Company, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents unknown (collectively, the Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), which you have, claim to have, ever had, or ever claimed to have had against any of the Releasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the compensation provided to you by the Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the Company, or your activities on behalf of the Company, including, without implication of limitation, any complaintClaims of wrongful discharge, charge breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or cause negligent misrepresentation, and unlawful discrimination or deprivation of action arising rights under federalthe common law or any statute or constitutional provision (including, state or local laws pertaining to employment, including the Age Discrimination in Employment Act without implication of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)limitation, the National Labor Relations Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the Age Discrimination in Employment Act, the Americans with Disabilities Act and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or 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 amendeda 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 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement shareholder agreements between Executive you and the Company, or (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 rights to insurance coverage under any directors’ applicable directors and officers’ personal officers liability insurance policy, and (d) cannot be released as a matter of law. You represent you have not assigned to any third party and you have not filed with any agency or fiduciary insurance policy; or (iii) court any claims to vested benefitsClaim released by this Agreement.

Appears in 2 contracts

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

Release of Claims. In partial consideration of the payments The Executive voluntarily releases and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 forever discharges the Company and its affiliates and their respective shareholders, subsidiariespredecessors, successors, assigns, trusteesand current and former members, equity holders. partners, directors, officers, limited employees, representatives, attorneys, agents, subsidiaries and general partnersall persons acting by, managersthrough, joint venturers, members, employees under or agents in concert with any of the foregoing (collectively, any and all of whom or which are hereinafter referred to as the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (collectively, “Claims”) by reason that the Executive now has, owns or holds, or claims to have, own, or hold, or that she at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of facts or omissions which have occurred on or prior Claims includes, without implication of limitation, the release of all Claims: · relating to the date that Executive signs this Release (Executive’s employment by and retirement from employment with the “Employment Claims”), including, without limitation, any complaint, charge Company; · of wrongful discharge; · of breach of contract; · of retaliation or cause of action arising discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 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; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. · In granting the release herein, Executive understands that this Agreement includes a release of all as amendedclaims known or unknown. In giving this release, and all other federal, state and local laws and regulations relating which includes claims which may be unknown to employment, compensation or related benefits. By signing this ReleaseExecutive at present, Executive acknowledges that he intends she has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to waive 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.” Executive hereby expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any rights known unknown or unknown that he unsuspected claims Executive 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsReleasee.

Appears in 2 contracts

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

Release of Claims. In partial consideration of I voluntarily release and forever discharge the payments Employer, its affiliated and benefits described in Section 4 of the Amended related entities, its and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________their respective predecessors, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officers, limited and general partners, managers, joint venturersstockholders, members, employees or employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when I sign this Release (Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This release includes, without limitation, all Claims: ● relating to my employment by the Employer and/or any complaint, charge affiliate of the Employer and the termination of my employment; ● of wrongful discharge; ● of breach of contract; ● of retaliation or cause of action arising discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, ● Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964, Claims of any form of discrimination or retaliation that is prohibited by the 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 benefits (except for such wages, bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Agreement); and ● for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; I agree that the release set forth in this section shall be and remain in effect in all respects as amendeda complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, and all under 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 cannot be released as a matter of law, including, but not limited to, my right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other federallocal, state and local state, or federal administrative body or government agency that is authorized to enforce or administer laws and regulations relating related 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 Company (with the understanding that any other laws relating to employment, compensation such filing or related benefits. Notwithstanding the foregoing, Executive participation does not release, discharge or waive, and give me the term “Employment Claims” shall not include: (i) right to recover 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and monetary damages against the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any my release of claims to vested benefitsherein bars me from recovering such monetary relief from the Company).

Appears in 2 contracts

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

Release of Claims. In partial exchange for the consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment provided to you under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby generally and unless he executes this Releasecompletely release the Company, Executiveand its affiliated, for related, parent and on behalf of himself subsidiary entities, and his heirs its and assignstheir current and former directors, subject to the last sentence of this Section 1officers, hereby waives employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and releases assigns from any employment, compensation or benefit-related common law, statutory or other complaints, and all claims, charges or liabilities, demands, causes of action of any kind whatsoeveraction, and obligations, both known and unknown, in law arising from or in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but 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, which Executive ever hador profits interests in the Company; (c) all claims for breach of contract, now has 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 public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 you are not release, discharge or waive, and releasing the term “Employment Claims” shall not includeCompany hereby from: (i) any claims or causes of action arising under or related obligation to any failure by person or entity indemnify you pursuant to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) Articles and Bylaws of the Employment Agreement (as applicable)Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; or (ii) any claims or rights that cannot be waived by law to indemnification that he may have under the certificate extent such claims are not waivable as a matter of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive law with this release; and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsfor breach of this Agreement.

Appears in 2 contracts

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

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which i. Departing Executive agrees represents that Departing Executive is has 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 filed any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of lawsuits against the Company with any kind whatsoever, both known and unknown, in law governmental agency or in equity, which any court. ii. Departing Executive ever had, now has or may have expressly waives all claims against the Company and its affiliates releases the Company, and their respective any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities (collectively with the Company, the “Company Entities”), and all of the past and present directors, shareholders, subsidiaries, successors, assigns, trustees, directors, officers, general or limited and general partners, managersemployees, joint venturersagents, membersand attorneys, employees and agents and representatives of such entities, and employee benefit plans in which Departing Executive is or agents has been a participant by virtue of his employment with the Company (collectively, the “Releasees”), from any claims that Departing Executive may have against any Company Entity or the Releasees. 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) by reason 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 facts any securities of the Company, including any claims for wages, stock or omissions which have occurred 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 prior to the date that Executive signs this Release (the “Employment Claims”)any federal, state or other governmental statute or ordinance, including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Employee Retirement Income Security Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 19901974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 all any other federal, state or local law (the “Release”). This Release specifically includes, but is not limited to, any claims based upon the right to the payment of wages, incentive and performance compensation, bonuses, vacation, stock benefits or any other employee benefits, or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and regulations relating to employmentmedical care leave, compensation medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment 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 basis prohibited by law provided, however, notwithstanding anything to employmentthe contrary set forth herein, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” that this Release shall not include: extend to (i) any benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or causes onset of action disability) 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 equity award agreementEffective Date, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) Departing Executive’s rights to Severance Benefits, provided he complies with his obligations herein; (iii) any claims or rights to indemnification that he Departing Executive may have under the certificate of incorporationfor indemnification pursuant to law, the by-laws or equivalent governing documents of the contract, Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliarygovernance documents, or Company policy, (iv) any indemnification agreement between Executive and the Company, or any rights to insurance claims for coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy; , or any other applicable insurance policy, in accordance with the terms of such policy, or (iiiv) any claims arising from events that occur after the Effective Date. Notwithstanding this release of liability, nothing in this Separation Agreement prevents Departing Executive from filing any non-legally waivable claim (including a challenge to vested benefitsthe validity of this Agreement) with the 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 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 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 release of claims arising under the Age Discrimination in Employment Act (the “ADEA”). Departing Executive understands and warrants that Departing Executive has been given up to forty-five (45) days to review and consider this Separation Agreement, 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 writing to the Company (the “Revocation Period”). This Separation Agreement will be effective on the eighth (8th) day after the Departing Executive signs the Separation Agreement, provided he does not exercise his right to revoke it during the Revocation Period (such date, the “Effective Date”).Departing Executive. iv. Departing Executive fully understands the final and binding effective of the Release contained herein and other 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. In partial consideration exchange for Severance, the Company’s waiver of repayment of the payments Hiring Bonus, and benefits described in Section 4 of the Amended other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________completely release Metabolex, by Inc. and between [______] (“Executive”) its current and ▇▇▇▇▇ Hockeyformer directors, Inc.officers, a Vermont corporation (the “Company”)employees, to which Executive agrees Executive is not entitled until shareholders, partners, agents, attorneys, predecessors, successors, parent and unless he executes this Releasesubsidiary entities, Executiveinsurers, for affiliates, and on behalf of himself assigns from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equityany way related to your employment with the Company, which Executive ever hador the termination of that employment; (2) all claims related to your compensation or benefits from the Company, now has or may have against the Company and its affiliates and their respective shareholdersincluding salary, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectivelybonuses, the “Releasees”) by reason Hiring Bonus, commissions, vacation pay, expense reimbursements, relocation assistance, severance pay, severance benefits, fringe benefits, stock, stock options, accelerated vesting of facts or omissions which have occurred on or prior to stock options (including without limitation the date that Executive signs this Release (Acceleration as defined in the “Employment Claims”Offer Letter Agreement), includingor any other ownership interests in the Company; (3) all claims for breach of contract, without limitationwrongful termination, any complaintand breach of the implied covenant of good faith and fair dealing; claims under the Offer Letter Agreement; (4) all tort claims, charge including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federalthe federal Civil Rights Act of 1964 (as amended), state or local laws pertaining to employmentthe federal Americans with Disabilities Act of 1990, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 “California Fair 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement and Housing Act (as applicableamended); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 2 contracts

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

Release of Claims. In partial consideration of the payments Severance Benefits, the Additional Benefits, and benefits described in Section 4 of the Amended other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally, completely and Restated Employment Agreement without condition release and forever discharge FivePrime and its current and former directors, officers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (together, the “Employment AgreementReleased Persons”) effective as of __________________, by from any and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, in law that arise out of or in equityany way relate to events, which Executive ever hadacts, now has conduct, or may have against omissions occurring prior to your signing this Agreement. This general release includes: (a) all claims arising out of or in any way related to your employment with FivePrime, or the Company decision to terminate your employment; (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; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; claims under the Offer Letter, subsidiariesor the Severance Agreement; (d) all tort claims, successorsincluding claims for fraud, assignsdefamation, trusteesemotional distress, directorsand discharge in violation of public policy; and (e) all federal, officersstate, limited and general partnerslocal statutory claims, managersincluding claims for discrimination, joint venturersharassment, membersretaliation, employees attorneys’ fees, or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to 1990, the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 “California Fair 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement and Housing Act (as applicableamended); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

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. In partial consideration of (and subject to) the payments required by Section 5 of the Employment Agreement, the receipt and benefits described sufficiency of which are hereby acknowledged, and subject to the limitations contained in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release2 hereof, Executive, for and on behalf of himself and his heirs and assigns, subject to hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, Soffe and Delta Apparel, and each of their respective officers, directors, employees, parent companies, subsidiaries, successors and assigns (hereinafter the last sentence "Soffe Parties"), of this Section 1, hereby waives and releases from any employment, compensation or benefit-related common law, statutory or other complaintsand all charges, claims, charges or complaints, demands, liabilities, causes of action action, losses, costs or expenses of any kind whatsoeverwhatsoever (including related attorneys' fees and costs), both known and or unknown, in law suspected or in equityunsuspected, which that Executive may now have or has ever had, now has or may have had against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) Soffe Parties by reason of facts any act, omission, transaction, or omissions which have occurred on event occurring up to and including the date of the signing of this Release. The release set forth in this Section 1 includes without limitation (other than as set forth in Section 2), claims related to any wrongful or prior unlawful discharge, discipline or retaliation, any contract of employment, whether express or implied, any promotions or 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 privacy, misrepresentation, fraud, infliction of emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to the date that Executive signs this Release (Executive's employment as an employee, officer or director with Soffe, Delta Apparel or any of their respective affiliates and the “Employment Claims”)termination thereof. This waiver, including, without limitation, release and discharge further applies but is not limited to any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination claims based on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), 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 Retraining Notification Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act (all as they may be amended), and all any other applicable federal, state and or local laws laws, ordinances and regulations including those relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends discrimination 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 extent permitted 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitslaw.

Appears in 2 contracts

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

Release of Claims. In partial consideration for, and as a condition of the payments benefits and benefits described in Section 4 of other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Amended Company and Restated Employment Agreement its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (the collectively Employment AgreementReleased Party”) effective as of __________________, by from any and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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, all claims, charges or causes of action of any kind whatsoeverliabilities 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. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including disputed 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; (C) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (D) all tort claims, subsidiariesincluding (without limitation) claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (E) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding (without limitation) claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to the date that Executive signs this Release 1990 (the “Employment Claims”as amended), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Actfederal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Civil Rights Employee Retirement Income Security Act of 19911974 (as amended), the Americans with Disabilities Family and Medical Leave Act of 1990, Title VII of the Civil Rights Act of 1964, all 1993 (as amended), the California Fair Employment and all Housing Act (as amended), the California Labor Code, the California Constitution and any other federal, state state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and local laws and regulations relating released. To the maximum extent permitted by law, you also promise never directly or indirectly to employmentbring 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, compensation notwithstanding the above, you are awarded any money or related benefitsother relief under such a claim, you hereby assign the money or other relief to the Company. By signing this Release, Executive acknowledges that he intends to waive Your waiver and release specified in this paragraph do not apply to any rights known or unknown claims that he may arise after the date you sign this Agreement. Excluded from this Agreement are claims for workers’ compensation and unemployment benefits rights, indemnification rights you 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 equity award agreementCompany, including without limitation any obligation claims under Section 4(dthe Indemnification Agreement (as executed between you and the Company on March 10, 2017), (ethe “Indemnification Agreement”) the right to file a charge or complaint with or participate in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission ("EEOC") or (g) of any state or local fair employment practices agency and the Employment Agreement (as applicable); or (ii) right for vested retirement benefits pursuant to any Company benefit plan, and any claims that by law cannot be waived in a private agreement between employer and employee. You waive, however, any right to any monetary recovery or rights to indemnification that he may have under other relief should the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont EEOC or any other state of which any subsidiary or affiliate is local fair employment practices agency pursue a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsclaim on your behalf.

Appears in 1 contract

Sources: Separation Agreement (Altaba Inc.)

Release of Claims. In partial consideration As a condition of the payments Company’s willingness to enter into this Separation Agreement, and benefits described 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 4 8), the Executive, for, and with the intention of binding, himself and the Amended and Restated Employment Agreement other Executive Releasors (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”defined below), to which Executive agrees Executive is not entitled until and unless he executes this Releasehereby releases, 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 forever discharges the Company and the other Company Releasees (defined below) from, and hereby acknowledges full accord and satisfaction of, any employment, compensation or benefit-related common law, statutory or other complaints, and all claims, charges or demands, causes of action action, and liabilities of any kind whatsoeverwhatsoever (upon any legal or equitable theory, both whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known and or unknown, in law asserted or in equityunasserted, which 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 its affiliates the other Company Releasees up to and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents including the date the Executive executes this Separation Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the Released Claims” and each an Employment ClaimsExecutive 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, any complaint, charge or cause and all claims under Title VII of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Civil Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 19901973, Title VII the Age Discrimination in Employment Act, 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 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 Nevada state civil rights act, any state statutory wage claim as set forth in Chapter 608 of the Civil Rights Act of 1964Nevada Revised Statutes, all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state Nevada, the Constitution of which any subsidiary or affiliate is a domiciliaryNebraska, or any indemnification agreement between Executive and the CompanyNebraska Fair Employment Act, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.Neb. Rev.

Appears in 1 contract

Sources: Separation Agreement (CleanCore Solutions, Inc.)

Release of Claims. In partial consideration For the Consideration set forth in paragraph 2 and the mutual covenants set forth in this Agreement, Sandahl hereby fully releases the Company, and all of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________its owners, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeyaffiliates, Inc., 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 subsidiaries or other complaintsrelated entities, claims, charges or causes of action of any kind whatsoever, both known current and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trusteesformer officers, directors, officersagents, limited representatives, attorneys, employees, shareholders, predecessors, successors and general partnersassigns from any and all claims, managersliabilities, joint venturersdemands, memberscauses of action, employees costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or agents (collectivelyotherwise, the “Releasees”) by reason known or unknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of facts or omissions which have occurred on in any way related to agreements, events, acts or conduct at any time prior to and including the date Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Sandahl’s employment with the Company or the conclusion of that Executive signs this Release (employment; claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in the “Employment Claims”)Company, includingvacation pay, without limitationpersonal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any complaintstate or any local law, charge statute, or common law cause of action arising under federalincluding, state but not limited to, wrongful discharge claims; whistleblower claims; breach of express or local laws pertaining to employmentimplied contract claims; retaliation claims; the federal Civil Rights Act of 1964, including as amended; the federal Americans with Disabilities Act of 1990; the Family and Medical Leave Act; 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, the Civil Rights Worker Adjustment and Retraining Notification Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (eWARN) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationacts prohibiting discrimination based on race, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatescolor, the laws of the State of Vermont creed, marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other state protected characteristic; tort law; contract law; wrongful discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and breach of which the implied covenant of good faith and fair dealing. This release shall not apply to claims for workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any subsidiary claims for indemnity or affiliate is a domiciliary, or any indemnification agreement between Executive and for coverage under the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits’s Director & Officer Liability insurance.

Appears in 1 contract

Sources: Severance Agreement (Valence Technology Inc)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”a) effective as of __________________Zames hereby releases JPMC, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trusteesemployees, directors, officers, limited representatives, administrators, agents, and general partners, managers, joint venturers, members, employees or agents assigns and trustees and fiduciaries of any JPMC employee benefit plan (collectively, the “ReleaseesReleases”) by reason from all liability for any claims or potential claims relating to Zames employment with JPMC and/or the termination of facts or omissions which have occurred on or prior Zames employment, subject to the date exceptions listed below. Zames understands that Executive signs this Release (will be binding on Zames, his heirs, assigns, representatives and estate. Zames understands that “claims” includes claims Zames knows about and claims Zames does not know about, as well as the “Employment Claims”)continuing effects of anything that happened before Zames signs below. b) The claims Zames is releasing include, including, without limitation, but are not limited to: ▪ any complaint, charge or cause of action arising claims under any federal, state or local laws pertaining to employmentlaw, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)including, the National Labor Relations Act, the Civil Rights Act of 1991but not limited to, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 19901974 ("ERISA") including, but not limited to, breach of fiduciary duty and equitable claims arising under §1132(a)(3) of ERISA, Title VII of the Civil Rights Act of 1964, the Vocational Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, the Civil Rights Acts of 1866, 1871 and 1991, including Section 1981 of the Civil Rights Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (all as amended), state or local wage and hour laws, state or local laws against discrimination and any claims of retaliation; ▪ any and all other claims arising under common law, including any policy, procedure, practice, contract (whether express, oral, written or implied from any source), tort (including but not limited to claims of defamation, intentional or negligent infliction of emotional distress, tortious interference, wrongful or abusive discharge, conversion, fraud, negligence, loss of consortium), or public policy; and ▪ any and all claims of retaliation under all federal, state state, local or common or other law. c) The following are claims that Zames is not releasing: ▪ any legal obligations of the Company to indemnify Zames under applicable articles of incorporation and local by-laws consistent with applicable law or under any directors and regulations relating officers (D&O) liability insurance policy pursuant to employment, compensation which Zames may have rights; 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: claims (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 terms of this Agreement, (ii) under the terms of any equity award agreementretirement, including without limitation pension or deferred compensation plan for payment of any obligation under Section 4(d)vested benefits, (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) for the reimbursement of any properly documented unreimbursed expenses, (iv) under the terms of any employee welfare plan in which Zames participates, or (v) as required by law, all as in effect from time to time, or ▪ any rights or claims to vested benefitsthat may accrue after the date this Agreement is executed. d) JPMC hereby warrants that it has no present intention of bringing any claim, action or cause of action of any kind against Zames.

Appears in 1 contract

Sources: Agreement and Release (Jpmorgan Chase & Co)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, a. Executive, for and in consideration of the promises and covenants set forth in the Agreement, on behalf of himself and his heirs heirs, executors, administrators, representatives, distributes, legatees, beneficiaries, successors and assigns, subject to hereby irrevocably and unconditionally releases and discharges, fully, finally and forever, the last sentence of this Section 1, hereby waives Company Releasees from any and releases any employment, compensation or benefit-related common law, statutory or other complaints, all claims, charges or causes of action action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any kind nature whatsoever, both known and unknown, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which Executive ever had, now has had or may presently have against any of the Company Releasees arising from the beginning of time up to and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, including the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)Effective Date, including, without limitation, all matters in any complaintway 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, charge or cause of action without limitation, any and all claims arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Civil Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)1964, the National Labor Relations Actas amended, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 19641866, all as amendedthe 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 all 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, the National Labor Relations Act, 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 and state, local laws and regulations relating or foreign statute, regulation, ordinance or order, or pursuant 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. common law doctrine. b. Notwithstanding the foregoing, Executive the waiver and release set forth in Section 1(a) of this Supplemental Release does not release, discharge extend to any right or waive, and claim of the term “Employment Claims” shall not include: Executive (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 enforce the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) the Agreement or (g) of the Employment Agreement (as applicable)this Supplemental Release; or (ii) any claims or to whatever vested rights to indemnification that he 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 certificate 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 incorporationlegal 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 by-laws Company’s organizational documents or equivalent governing documents any “D&O coverage” that Executive may have with respect to any 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 subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iiiviii) for contribution in the event Executive and any claims of the Company Releasees are found to vested benefitsbe jointly liable.

Appears in 1 contract

Sources: Separation Agreement (Tiffany & Co)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”a) effective as of __________________Consultant, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 executors, heirs, administrators, representatives and assigns, subject hereby agrees to release and forever discharge the last sentence Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of this Section 1their past and present investors, hereby waives directors, shareholders, officers, general or limited partners, employees, attorneys, agents and releases representatives, and employee benefit plans in which Consultant is or has been a participant by virtue of his employment with the Company, from any employmentand all claims, compensation or benefit-related common lawdebts, statutory or other demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, claimsobligations, charges or causes promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of action of any every kind whatsoeverand character whatsoever (including attorneys’ fees and costs), both known and unknown, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive ever had, now Consultant has or may have had against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees such entities based on any events or agents (collectively, the “Releasees”) by reason of facts circumstances arising or omissions which have occurred occurring on or prior to the date that Executive signs this Release (hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Consultant’s employment by the “Employment Claims”)Company or the separation thereof, including, without limitation, and any complaint, charge or cause of action and all claims arising under federal, state state, or local laws pertaining relating to employment, including the Age Discrimination without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in Employment Act tort, claims of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)any kind that may be brought in any court or administrative agency, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, any claims arising under Title VII of the Civil Rights Act of 1964, all as amendedthe Age Discrimination in Employment Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act (the “OWBPA”), the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, and similar state or local statutes, ordinances, and regulations. (b) The Company, on behalf of itself and all other federalpredecessors, state successors and local laws their respective parent corporations, affiliates, related, and/or subsidiary entities hereby agrees to release and regulations relating to employmentforever discharge Consultant and his executors, compensation heirs, administrators, representatives and assigns from any and all Claims the Company has 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 had against Consultant based on any events or circumstances arising or occurring on or prior to the Releasees under these and date hereof, arising directly or indirectly out of, relating to, or in any other laws relating to employmentway involving in any manner whatsoever Consultant’s employment by the Company or the separation thereof. (c) THE COMPANY AND CONSULTANT HEREBY ACKNOWLEDGE THAT EACH HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, compensation or related benefits. Notwithstanding the foregoingWHICH 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, Executive does not releaseWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, discharge or waiveTHE COMPANY AND CONSULTANT HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE THEREUNDER AGAINST THE OTHER PARTY, and the term “Employment Claims” shall not include: AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (d) IN ACCORDANCE WITH THE OWBPA, THE CONSULTANT IS HEREBY ADVISED AS FOLLOWS: (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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT; (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the byHE HAS FORTY-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyFIVE (45) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; or AND (iii) any claims to vested benefitsHE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.

Appears in 1 contract

Sources: Termination and Consulting Agreement (Digital Realty Trust, Inc.)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] ▇▇▇▇▇ ▇▇▇▇▇ (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 1 contract

Sources: Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. In partial consideration of for, among other terms, the payments Severance Benefits and benefits the Company’s obligations described in Section 4 of the Amended preamble to this Agreement, you voluntarily release and Restated Employment Agreement (forever discharge the “Employment Agreement”) effective as of __________________Company, by its affiliated and between [______] (“Executive”) related entities, its and ▇▇▇▇▇ Hockeytheir respective predecessors, Inc., 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 successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when you sign this Release (Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This release includes, without limitation, any complaint, charge all Claims: · relating to your employment by and termination of employment with the Company; · of wrongful discharge or cause violation of action arising public policy; · of breach of contract; · of defamation or other torts; · of retaliation or discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of discrimination or retaliation under 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990Act, and Title VII of the Civil Rights Act of 1964, all as amended, and 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 employmentfederal or state statute (including, compensation or related benefits. Notwithstanding the foregoingwithout limitation, 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 Claims under the Employment Agreement Worker Adjustment and Retraining Notification Act or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicableFair Labor Standards Act); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation· for wages, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesbonuses, the laws of the State of Vermont incentive compensation, stock, stock options, vacation pay or any other state of which any subsidiary compensation or affiliate is a domiciliarybenefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and · for damages or other remedies of any indemnification agreement between Executive sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your rights under this Agreement, including the CompanyPreamble, or any your vested rights to insurance coverage under any directors’ and officers’ personal liability insurance employee benefit plan or fiduciary insurance policythe Equity Documents; or (iii) your right to seek to be defended and indemnified by the Company in the event a claim is asserted against you for acts that arose within the course and scope of your employment. You agree not to accept damages of any claims nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to vested benefitsany Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.

Appears in 1 contract

Sources: Employment Agreement (Invivo Therapeutics Holdings Corp.)

Release of Claims. In partial Except as otherwise set forth in this Agreement, in exchange for the consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby generally and unless he executes this Releasecompletely release the Company and its parents, Executivesubsidiaries, for successors, predecessors and on behalf of himself affiliates, and his heirs its and their directors, officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, subject to the last sentence of this Section 1, hereby waives from any and releases any employment, compensation or benefit-related common law, statutory or other complaints, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (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; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing (including but not limited to claims arising under or based on the Employment Agreement); (d) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (e) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to the date that Executive signs this Release 1990 (the “Employment Claims”as amended), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Georgia Age Discrimination Act, and the Civil Rights California Fair Employment and Housing Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all (as amended, and 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 foregoingabove, Executive does you do not releaserelease the Company from any obligation to indemnify you pursuant to contract, discharge the Company’s articles or waiveby-laws, and the term “Employment Claims” shall not include: (i) any or applicable law. You represent that you have no lawsuits, claims or causes actions pending in your name, or on behalf of action arising under any other person or related to entity, against the Company or any failure by other person or entity subject to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsrelease granted in this paragraph.

Appears in 1 contract

Sources: Separation Agreement (Vaxgen Inc)

Release of Claims. In partial (a) You hereby agree and acknowledge that by signing this Agreement and accepting the consideration discussed in Sections 2 and 3, you are waiving your right to assert any and all forms of legal Claims against the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 Companies1/ of any kind whatsoever, both known arising from the beginning of time through the date you execute this Agreement. With the sole and unknownlimited exceptions set forth in paragraph (b) below, in for purposes of this Section 8 the words “Claim” and “Claims” are intended to be as broad as the law or in equityallows and to mean: any and all charges, which Executive ever hadcomplaints, now has or may have and other form of action against the Company and its affiliates and their respective shareholdersseeking any form of relief including, subsidiarieswithout limitation, successorsequitable relief (whether declaratory, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees injunctive or agents (collectivelyotherwise), the “Releasees”recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) by reason of facts or omissions which have occurred on or prior to against the date that Executive signs this Release (the “Employment Claims”)Company, including, without limitation: (i) Claims under any California (or any other state) or federal discrimination or fair employment practices statute, any complaint, charge regulation or cause of action arising under federal, state or local laws pertaining to employmentexecutive order (as they may have been amended through the date you sign this Agreement), including but not limited to the California Fair Employment and Housing Act and the federal Age Discrimination in Employment Act of 1967 Act; (ii) Claims under any other California (or any other state) or federal employment-related statute, regulation or executive order (as they may have been amended through the “ADEA,” a law which prohibits discrimination on the basis of agedate you sign this Agreement), including but not limited to the National California Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and all Code; (iii) Claims under any California (or any other federalstate) or federal common law theory; and (iv) any other Claims arising under other local, state and local laws and regulations relating or federal law. (b) Notwithstanding anything to employmentthe contrary contained in this Agreement, 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 Section 8 does not release, discharge or waive, and the term “Employment Claims” shall not include: release (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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)expressly set forth in this Agreement; or (ii) any claims or rights to indemnification that he may have under arising solely after the certificate execution of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policythis Agreement; or (iii) any claims or rights you may have to any vested benefitsbenefits or rights under any employee benefit, welfare, retirement and/or pension plans (not including equity-related plans); (iv) non-termination related claims under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as 1/ For purposes of this Section, the term “Companies” include Zosano Pharma Corporation, ZP Opco, Inc. and any of their divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with Zosano Pharma Corporation and ZP Opco, Inc.), parents, subsidiaries and all other related entities, and its and their directors, officers, employees, trustees, agents, successors and assigns. amended; (v) any rights and/or claims you may have under COBRA; (vi) claims for unemployment compensation; (vii) claims for reimbursement of approved business expenses incurred prior to the Separation Date; (viii) rights, if any, to defense and indemnification from the Company or its insurers for actions taken by you in the course and scope of your employment with the Company; or (ix) any rights you may have to obtain contribution as permitted by law in the event of entry of judgment against you as a result of any act or failure to act for which you and the Company or its past, present and future trustees, officers, agents, administrators, representatives, employees, affiliates, or insurers are held jointly liable. (c) You expressly acknowledge and agree that, but for providing the foregoing release of Claims, you would not be receiving the payments and benefits being provided to you under Sections 2, 3 and 7 of this Agreement. (d) The Companies represent that they presently are unaware of any claims that they possess against you and that they have no present intention to assert any claims against you.

Appears in 1 contract

Sources: Separation Agreement (Zosano Pharma Corp)

Release of Claims. In partial consideration of the The payments and benefits described promises to set forth in Section 4 this Agreement are in full satisfaction of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________all accrued salary, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeyvacation pay, Inc.termination benefits, a Vermont corporation (the “Company”)bonuses, equity compensation, or other compensation to which Executive agrees Executive is not you may be entitled until by virtue of your employment with the Company or your separation from the Company. You release and unless he executes this Releaseforever discharge the Company from any and all complaints, 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 complaintsliabilities, claims, charges or promises, agreements, controversies, damages, causes of action action, suits or expenses of any kind nature whatsoever, both known and or unknown, in law which you now have or in equity, which Executive ever had, now has own or may claim to have or own against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, claims under any complaintemployment laws, charge including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or cause benefits arising out of your employment or your separation of employment. This release applies to all claims or causes of action including, but not limited to, claims arising under federal, the common law of the State of Texas or any state or local laws pertaining to employment, including federal statute such as Title VII of the Age Discrimination in Employment Civil Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)1964, the National Labor Relations Act42 U.S.C. § 1981, the Civil Rights Act of 1991, the Americans with With Disabilities Act of 1990, Title VII of the Civil Rights Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, the Texas Labor Code, or the Employee Retirement Income Security Act of 19641974, all as amended, and all any other federal, state and local laws and and/or regulations relating to employmentemployment or employment discrimination, compensation including, without limitation, claims based on age or related benefitsunder the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, each as amended. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ February 27, 2019 Notwithstanding the foregoing, this release, however, does not waive any rights or claims that may arise after the date you sign this Agreement. You also agree not to ▇▇▇ or join in any suit against the Company for any claim relating to or arising out of your employment or your separation from employment with the Company, provided, however, that nothing will preclude you from (i) bringing a lawsuit or proceeding against the Company to enforce the Company’s obligations under this Agreement or to challenge the enforceability of the release under the Older Worker Benefit Protection Act, (ii) filing a charge or complaint with, providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any state, federal or local regulatory or law enforcement agency or legislative body, or (iii) filing any claims that are not permitted to be waived or released under applicable law. However, you waive your right to receive any relief (legal or equitable) directly from the Company based on any charge, complaint, or lawsuit against the Company filed by you or anyone else on your behalf. You further acknowledge and agree that nothing in this Agreement prohibits you from reporting to any governmental authority information concerning possible violations of law or regulation and that you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of trade secret information in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, and you may use it in certain court proceedings provided you submit it under seal and consistent with 18 U.S.C. 1833. Nothing contained in this Agreement prohibits you from voluntarily or anonymously contacting governmental authorities regarding possible violations of law or from recovering a whistleblower award. You will retain all rights and consideration provided in this Agreement regardless of whether you communicate with any governmental authorities, or if you receive a whistleblower award. By signing this ReleaseAgreement, Executive acknowledges you acknowledge and agree that he intends you are receiving the Separation Benefits in consideration for waiving your rights to waive claims referred to in this Agreement and release any rights known or unknown that he may have against that, except for the Releasees under these and amounts described herein, you are not entitled to any other laws relating to employmentpayments, compensation or related benefits. Notwithstanding the foregoingbenefits in respect of your employment with, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims separation 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationtermination from, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 1 contract

Sources: Separation Agreement (Dril-Quip Inc)

Release of Claims. (a) In partial consideration of exchange for the payments and benefits Company’s providing Bronsther with the Separation Benefits described in Section 4 of 2 above, Bronsther releases and forever discharges the Amended and Restated Employment Agreement (the “Employment Agreement”) effective Company, as of __________________well as its parent companies, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeyaffiliates, Inc.subsidiaries, a Vermont corporation (the “Company”)divisions, to which Executive agrees Executive is not entitled until and unless he executes this Releaseofficers, Executivedirectors, for and on behalf of himself and his heirs and assignsstockholders, subject to the last sentence of this Section 1employees, hereby waives and releases any employmentagents, compensation or benefit-related common lawrepresentatives, statutory or other complaintsattorneys, 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trusteesheirs, directors, officers, limited executors and general partners, managers, joint venturers, members, employees or agents administrators (collectively, the “ReleaseesCompany Parties) by reason ), from any and all claims, demands, and causes of facts action of every kind and nature, whether known or omissions unknown, direct or indirect, accrued, contingent or potential, which have occurred on Bronsther ever had or prior now has arising out of or related to his employment with the Company and the termination thereof (except where and to the date extent that Executive signs such a release is expressly prohibited or made void by law). The release includes, without limitation, Bronsther’s release of the Company Parties from any claims for lost wages or benefits, compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any other form of damages or relief. In addition, this Release (the “Employment Claims”)release is meant to release Company Parties from all common law claims, including claims in contract or tort, including, without limitation, claims for breach of contract, wrongful or constructive discharge, intentional or negligent infliction of emotional distress, misrepresentation, tortious interference with contract or prospective economic advantage, invasion of privacy, defamation, negligence or breach of any complaint, charge covenant of good faith and fair dealing. Bronsther also specifically and forever releases the Company Parties (except where and to the extent that such a release is expressly prohibited or cause of action arising made void by law) from any claims under federal, state or local laws pertaining to employmentlaw based on unlawful employment discrimination, harassment, or retaliation, including the Age Discrimination in Employment Act but not limited to, claims for violation of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amendedthe Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Genetic Information and Discrimination Act, the Family and Medical Leave Act, and all other federalany state laws prohibiting discrimination, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive harassment and/or retaliation. (b) Bronsther hereby acknowledges that he intends this release applies both to waive known and release any unknown claims that may exist between Bronsther and the Company Parties. Bronsther expressly waives and relinquishes all rights known or unknown that and benefits which he may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date he executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. In addition, Bronsther hereby expressly understands and acknowledges that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and he explicitly took that into account in giving this release. (c) Unless prohibited by applicable law or regulation, Bronsther further agrees not to hereafter, directly or indirectly, ▇▇▇, assist in or be a voluntary party to any litigation against the Releasees under these and Company or any other laws one or more of the Company Parties for any claims relating to employment, compensation events occurring prior to or related benefitssimultaneously with the execution of this Agreement. Notwithstanding the foregoing, Executive does not releasenothing in this Agreement prohibits Bronsther from filing a charge with, discharge or waiveparticipating in any investigation or proceeding conducted by, the U.S. Equal Employment Opportunity Commission or a comparable state or federal fair employment practices agency; provided, however, that this Agreement fully and finally resolves all monetary matters between Bronsther and the Company Parties, and by signing this Agreement, Bronsther acknowledges that he is waiving any right to monetary damages, attorneys’ fees and/or costs related to or arising from any such charge, complaint or lawsuit filed by Bronsther or on Bronsther’s behalf, individually or collectively. (d) Bronsther agrees and acknowledges that he has no cause to believe that any violation of any local, state or federal law that has occurred with respect to his employment or separation of employment from the term “Employment Claims” shall not include: (i) Company. Nothing in this Agreement extinguishes any claims or causes Bronsther may have against the Company for breach 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 this Agreement or any claims arising from events that occur following the terms effective date of any equity award agreement, including without limitation any obligation under Section 4(d), this Agreement. (e) or (g) The parties hereby acknowledge and agree, notwithstanding anything contained herein to the contrary, that the provisions of the Employment Agreement (as applicable); or (ii) this Section 5 shall not apply to any claims or rights that may arise pursuant to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsConsulting Agreement.

Appears in 1 contract

Sources: Separation and Release Agreement (MetaStat, Inc.)

Release of Claims. In partial consideration of exchange for the payments Separation Pay and benefits described provided in Section 4 of the Amended and Restated Employment Agreement (the “Employment this Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey▇▇▇▇▇▇, Inc., 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 himself, his agents, representatives, attorneys, assignees, heirs, executors, and his heirs and assigns, subject to the last sentence of this Section 1administrators, hereby waives covenants that he will not ▇▇▇ and hereby releases and forever discharges the Company, and its past and present employees, agents, insurers, officials, officers, directors, divisions, parents, subsidiaries, predecessors and successors, and all affiliated entities and persons, and all of their respective past and present employees, agents, insurers, officials, officers, and directors from any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or and all claims and causes of action of any kind whatsoevertype arising, both known and unknownor which may have arisen, in law out of or in equity, which Executive ever had, now has connection with his/her employment or may have against the separation of his/her employment with the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which that have occurred on or prior to arisen through the date that Executive signs this Release of ▇▇▇▇▇▇▇▇▇▇' signature below (the “Employment Claims”"Release"), including. The Release includes, without limitation, any complaintclaims, charge demands or cause of action actions arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967 as amendedamended by the Older Workers Benefit Protection Act, the Equal Pay Act, 42 U.S.C. § 1981, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the Fair Credit Reporting Act, the Vocational Rehabilitation Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act of 1986, the Civil Rights Act of 1991, the Occupational Safety and Health Act, the Consumer Credit Protection Act, the American Recovery and Reinvestment Act of 2009, the Asbestos Hazard Emergency Response Act, Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Minnesota Human Rights Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota Fair Labor Standards Act, the Minnesota Labor Relations Act, the Minnesota Occupational Safety and Health Act, the Minnesota Criminal Background Check Act, the Minnesota Lawful Consumable Products Law, the Minnesota Smokers’ Rights Law, the Minnesota Parental Leave Act, the Minnesota Adoptive Parent Leave Law, the Minnesota Whistleblower Act, the Minnesota Drug and Alcohol Testing in the Workplace Act, the Minnesota Consumer Reports Law, the Minnesota Victim of Violent Crime Leave Law, the Minnesota Domestic Abuse Leave Law, the Minnesota Bone Marrow Donation Leave Law, the Minnesota Military and Service Leave Law, the Minnesota Minimum Wage Law, the Minnesota Drug and Alcohol Testing in the Workplace Act, Minn. Stat. § 176.82, Minnesota Statutes Chapter 181, the Minnesota Constitution, Minnesota common law, and all other federalapplicable state, state county and local laws ordinances, statutes and regulations relating to employmentregulations. ▇▇▇▇▇▇▇▇▇▇ further understands that this discharge of claims extends to, compensation or related benefits. By signing this Releasebut is not limited to, Executive acknowledges that he intends to waive and release any rights known or unknown all claims that he may have against as of the Releasees under these Effective Date based upon statutory or common law claims for defamation, libel, slander, assault, battery, negligent or intentional infliction of emotional distress, negligent hiring or retention, breach of contract, retaliation, whistleblowing, promissory estoppel, fraud, wrongful discharge, or any other theory, whether legal or equitable, and any other laws relating and all claims for wages, salary, bonuses, commissions, damages, attorney’s fees or costs. ▇▇▇▇▇▇▇▇▇▇ acknowledges that this Release includes all claims that he is legally permitted to employmentrelease but, compensation or related benefits. Notwithstanding the foregoingas such, 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 apply to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof vested rights under the Employment Agreement Company’s retirement plans, stock option plans or other company benefits plans nor does it preclude him from seeking to enforce the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment this Agreement (nor does it preclude him from filing a Government Report as applicable); or (ii) described below. The Release also does not release any claims or rights to indemnification that he may have under the certificate cannot be released as a matter of incorporationlaw (e.g., the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested for unemployment compensation benefits).

Appears in 1 contract

Sources: Employment Agreement (Black Ridge Oil & Gas, Inc.)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 5 of the Amended and Restated Employment Agreement employment agreement (the “Employment Agreement”) effective as of dated _______________________________, by and between [20______] _ between Nauticus Robotics, Inc., a Delaware corporation (together with any of its subsidiaries and Affiliates, collectively, the ExecutiveCompany) ), and ▇▇▇▇ ▇▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the CompanyExecutive”), to which Executive agrees that Executive is not entitled until and unless he Executive executes this ReleaseRelease and it becomes effective in accordance with the terms hereof, ExecutiveExecutive and the Company, for and on behalf of himself their selves and his heirs their agents, present and assignsformer directors, officers, executives, employees, predecessors, successors in interest, attorneys, heirs, and assigns (collectively, the “Releasing Parties”), subject to the last sentence of this Section 1, hereby waives waive and releases release 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 Releasing Parties ever had, now has have or may have against the Company each other and its affiliates each of their affiliates, successors and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs and the Company sign this Release (the “Employment Claims”)Release, including, without limitation, any complaint, charge or cause of action arising out of Executive’s employment or termination of employment, or any term or condition of that employment, or arising under federal, state state, local or local foreign laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended, and all any other federalFederal, state and local laws and regulations relating to employmentdiscrimination on the basis of age, compensation sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related benefitsclaims for attorneys’ fees and costs. Executive and the Company further agree that this Release may be pleaded as a full defense to any action, suit, arbitration or other proceeding covered by the terms hereof which is or may be initiated, prosecuted or maintained by any of the Releasing Parties. By signing this Release, Executive acknowledges and the Company acknowledge that he intends each intend to waive and release any rights known or unknown that he each may have against the Releasees under these and any other laws relating to employmentlaws; provided, compensation or related benefits. Notwithstanding the foregoing, that Executive does not release, discharge waive or waive, and the term “Employment Claims” shall not include: release claims with respect to (i) any claims or causes of action arising under or related rights he may have to any failure by person severance payments or entity to perform or fulfill any obligation owed to Executive on or after the date hereof benefits under the Employment Agreement or the terms of any equity award agreementAgreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have any vested benefits under the certificate of incorporationCompany’s employee benefit plans, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims existing rights to vested benefitsindemnification protection that is otherwise provided to Executive by the Company or (iv) rights that cannot be released as a matter of law, (collectively, the “Unreleased Claims”).

Appears in 1 contract

Sources: Employment Agreement (Nauticus Robotics, Inc.)

Release of Claims. In partial consideration By entering into this Agreement and as of the payments Effective Time, (i) Employee hereby releases and benefits described in Section 4 forever discharges Vineyard, the Bank, Rancho and each of the Amended their respective predecessors, successors, subsidiaries, parents, affiliates, benefit plans and Restated Employment Agreement present and former officers, directors, employees, agents, advisors and counsel (collectively the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleased Parties”), to which Executive agrees Executive is not entitled until individually and unless he executes this Releasein their official capacities, Executive, for from any 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 all causes of action action, lawsuits, damages and/or claims of any kind whatsoevernature including, both known and unknownbut not limited to, in law or in equity, which Executive ever had, now has or claims that Employee may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees Released Parties based on any act or agents (collectively, the “Releasees”) by reason of facts or omissions which have omission that has occurred on or prior to through the date that Executive Employee signs this Release (the “Employment Claims”), Agreement including, without limitationbut not limited to, any complaint, charge or cause of action arising claims (a) under any federal, state or local laws pertaining to employmentlaw governing the employment relationship or its termination, including including, but not limited to, Title VII of the Civil Rights Acts of 1964 and 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on ”), the basis of age)Americans with Disabilities Act, the National Labor Relations Act, the Civil Rights Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 19911974 (other than any accrued benefit(s) to which Employee have a non-forfeitable right under any pension benefit plan), the Americans with Disabilities Act of 1990Rehabilitation Act, Title VII the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Constitution, the California Labor Code, local and federal employment laws, and any amendments to any of the Civil Rights Act foregoing; and/or (b) for breach of 1964contract, wrongful discharge, personal injuries and/or torts (collectively, the “Released Claims”); and (ii) Employee agrees never to institute against any or all as amendedRelated Parties any complaint, and all other federal, state and local laws and regulations relating suit or charge with respect 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 benefitsReleased Claims. Notwithstanding the foregoing, Executive Employee does not release any claims relating to the Rancho Bank Executive Retirement Plan dated January 1, 2001, as now or hereafter amended. Employee acknowledges that before signing this Agreement, Employee was advised to review it with an attorney of Employee’s choice. Employee may take up to twenty-one (21) calendar days from the date Employee receives this Agreement to consider whether to sign this Agreement. If Employee chooses to sign the Agreement before the end of that twenty-one day period, Employee certifies that Employee did so voluntarily for Employee’s own benefit and not because of any coercion. After Employee’s signs this release, discharge or waive, and Employee has seven (7) days in which to revoke by delivering a written notice to 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) Chief Financial Officer of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under Bank before the certificate of incorporation, the by-laws or equivalent governing documents end of the Company or its subsidiaries or affiliatesseven-day period. The Bank shall have no obligation to make any payments under this Agreement unless and until that seven-day period has expired. If Employee revokes this Agreement, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive this Agreement shall be null and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsvoid.

Appears in 1 contract

Sources: Merger Agreement (Vineyard National Bancorp)

Release of Claims. In partial consideration The Company wants to be certain that this Agreement will resolve any and all concerns that you might have and therefore requests that you carefully consider the terms of this Agreement, including the release of claims set forth below, which is a specific condition to your receipt of the payments Severance Pay and other benefits described set forth in Section 4 this Agreement. As a result, the Company encourages you to seek the advice of an attorney before you sign this Agreement. (a) In exchange for the Amended Separation Pay and Restated Employment Agreement other benefits to be provided you under this Agreement, you and your respective agents, heirs, legatees, successors and assigns (the collectively hereinafter Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Companyyou”), 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 1except as set forth below, hereby waives unconditionally and releases irrevocably release, remise, and forever discharge Cubist, (1) and all persons acting by, through, under or in concert with Cubist, of and from any employmentand all actions, compensation or benefit-related common lawcauses of actions, statutory or other suits, debts, charges, complaints, claims, charges or causes of action liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney fees and costs actually incurred), of any kind nature whatsoever, both known and unknown, in law or in equityequity (collectively “Claims”), which Executive ever you had, now has have, or hereafter may have against the Company from the beginning of time through the Execution Date. Without limiting the generality of the foregoing waiver and its affiliates release of claims, you specifically waive and their respective shareholdersrelease Cubist from any Claim including, subsidiarieswithout limitation: (1) Claims under any federal, successorsstate (including, assignswithout limitation, trusteesMassachusetts) or local discrimination, directorsfair employment practices or other employment related statute, officers, limited and general partners, managers, joint venturers, members, employees regulation or agents executive order (collectively, as they may have been amended through the “Releasees”Execution Date) prohibiting discrimination or harassment based upon any status protected by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)law, including, without limitation, those laws and regulations that prohibit discrimination or harassment based on age, race, national origin, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any complaint, charge or cause of action Claims arising under federalthe Title VII, state or local laws pertaining to employment, including the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil (1) For purposes of this Section, “Cubist” includes Cubist Pharmaceuticals, Inc., and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with Cubist Pharmaceuticals, Inc.), subsidiaries and all other related entities, and its and their directors, officers, employees, trustees, attorneys, agents, representatives successors and assigns. Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, and Massachusetts General Laws Chapter 151B; (2) Claims under any other federal, state (including, without limitation, Massachusetts) or local employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment (including, without limitation, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act of 19901974, Title VII of the Civil Rights Consolidated Omnibus Budget Reconciliation Act of 19641985 and any similar statute the Worker Adjustment and Retraining Notification Act and any similar federal, all state or local statute, regulation, or executive order); (3) Claims under any federal, state (including, without limitation, Massachusetts) or local common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, torts, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (4) Claims under any federal, state (including, without limitation, Massachusetts and Delaware) or local securities law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other any similar statute; (5) Claims under the Federal False Claims Act, any state or local false claims act or any federal, state and or local laws and regulations relating to employment, compensation qui tam provisions of false claims or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release false statements statutes; and (6) All other claims of any rights known kind or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefitsnature. Notwithstanding the foregoing, Executive does this paragraph shall not release Cubist from any obligation expressly set forth in this Agreement, shall not act as a waiver or release of any Claims that you cannot by law waive or release, discharge or waiveincluding, without limitation, workers’ compensation claims and claims to vested ERISA benefits, and the term “Employment Claims” shall not includeact as a waiver or release of any indemnifications rights. You acknowledge and agree that, but for providing this waiver and release of Claims, you would not be receiving the Separation Pay or other benefits being provided to you under the terms of this Agreement. (b) You further agree, to the fullest extent permitted by law, that you will not ▇▇▇ or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding (unless compelled by legal process or court order), against Cubist with respect to any Claim you have released the Company from under this Agreement. You also warrant and represent that as of the Execution Date, you have not taken or engaged in any of the acts described in the foregoing sentences. If, notwithstanding the foregoing promises, you violate this provision, you shall be required, to the maximum extent permitted by law, to indemnify and hold harmless Cubist from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities, and attorneys’ fees and other expenses which result from, or are incident to, such violation. (c) It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, the Company is providing you with at least twenty-one (21) days in which to consider and accept the terms of this Agreement by signing below and returning it to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at Cubist, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You understand that you do not waive any rights or claims under the ADEA that may arise after the Execution Date. In addition, you may rescind your assent to this Agreement if, within seven (7) days after the Execution Date, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7-day period) a notice of rescission to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at the above-referenced address. (d) Consistent with the federal discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the federal discrimination laws or from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall 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 under the federal discrimination laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release and prevail in any claim under the federal discrimination laws. (e) You acknowledge and agree that: (i) any claims or causes of action arising under or related you have not been subject to any failure by person undue or entity improper influence interfering with the exercise of your free will in deciding whether to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)execute this Agreement; or (ii) any claims or rights to indemnification that he may you have under the certificate of incorporation, the by-laws or equivalent governing documents carefully read and fully understand all of the Company or its subsidiaries or affiliates, the laws provisions of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policythis Agreement; or (iii) you knowingly and voluntarily agree to all of the terms set forth in this Agreement; and (iv) in entering into this Agreement, you are not relying on any claims to vested benefitsrepresentation, promise or inducement made by Cubist with the exception of those promises contained in this Agreement. (f) In exchange for the agreements and promises set forth herein, Cubist hereby unconditionally and irrevocably releases, remises, and forever discharge you and all persons acting by, through, under or in concert with you, of and from any and all Claims which Cubist had, now has, or hereafter may have against you from the beginning of time through the Execution Date. Notwithstanding the foregoing, this paragraph shall not release you from any obligation expressly set forth in this Agreement, and shall not act as a waiver or release of any Claims that arise out of your criminal or fraudulent acts or omissions or that Cubist cannot by law waive or release.

Appears in 1 contract

Sources: Separation Agreement and Release (Cubist Pharmaceuticals Inc)

Release of Claims. In partial consideration of exchange for the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________compensation, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”payment(s), benefits, promises and other consideration provided to which Executive agrees Executive is not entitled until and unless he executes you under this ReleaseAgreement, 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 fullest extent permitted by law, statutory or other complaintsyou waive, release and forever discharge JFG and Releasees (as defined below) from any and all claims, charges or grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action action, suits, arbitrations, sums of money, wages, attorneys’ fees, costs, damages, or any kind whatsoeverright to any monetary recovery or any other personal relief, both whether known and or unknown, in law or in equity, which Executive ever hadby contract, now has tort, or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior pursuant to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining 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 employmentyou, including 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, but not limited to the following federal and state laws: Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Older Workers’ Benefits Protection Act, the Civil Rights Rehabilitation Act of 19911973, the Americans with Disabilities Act of 1990Worker Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981 et seq., Title VII of the Civil Rights Act of 1964, all as amendedEqual Pay Act of 1963, Family and Medical Leave Act of 1993, 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, New York State Human Rights Law, 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 other federalamendments to any of the foregoing. You also release and waive any 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 offset for the payment(s) made to you under this Agreement. For purposes of this Agreement, the term “JFG and local laws Releasees” includes JFG and regulations relating JFG’s parents, subsidiaries, affiliates, related companies, partnerships and joint ventures, predecessors, successors and assigns, and with respect to employmenteach such entity, compensation or related benefits. By signing this Releaseall of its past and present employees, Executive acknowledges that he intends to waive officers, directors, shareholders, owners, representatives, agents, attorneys, assigns, insurers, employee benefits plans and release any rights known or unknown that he may have against the Releasees under these such plans’ administrators, fiduciaries, trustees, assigns and agents, and each of its and their respective successors and assigns, each and all of them in their personal and representative capacities, and any other laws relating to employmentpersons or entities acting on behalf of any of these persons or entities. Nothing in this Agreement constitutes a release or waiver by you of, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge prevents you from making or waive, and the term “Employment Claims” shall not includeasserting: (i) any claims claim or causes of action arising right 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)COBRA; or (ii) any claims claim or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability right for unemployment insurance or fiduciary insurance policyworkers’ compensation benefits; or (iii) any claims claim to vested benefitsbenefits under the written terms of 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 covered by this paragraph cannot be released as a matter of law, this release of claims will remain valid and fully enforceable as to the remaining released claims.

Appears in 1 contract

Sources: Separation Agreement (Jefferies Financial Group Inc.)

Release of Claims. i. In partial consideration of the payments Severance Pay, and benefits described in Section 4 of the Amended other mutually agreed upon consideration, you voluntarily, irrevocably, and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by unconditionally release and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 discharge Company and its affiliates former and their respective present owners, parents, shareholders, subsidiariespredecessors, successors, assigns, trusteesagents, directors, officers, limited employees, officers, subsidiaries, and general partnersaffiliates, managersand all persons acting by, joint venturersunder, members, employees or agents in concert with any of them (collectively, the Company Releasees”) by reason from any and all complaints, claims, demands, contracts, liabilities, actions, causes of facts action, promises, or rights of any nature whether known or unknown and 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 or in any way connected with your employment relationship with or separation from employment and any other transactions, occurrences, acts or omissions which have occurred or any loss, damage or injury whatsoever, known or unknown, 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 foregoing, this release includes all claims that Executive signs this Release (the “Employment Claims”), including, without limitation, are capable of release under any complaint, charge or cause of action arising under federal, state state, or local laws pertaining to employmentlaw or regulation dealing with the employment relationship, including but not limited to employment discrimination, harassment, and retaliation based on any protected category, whistleblower claims, and the Age Discrimination in Employment Act payment of 1967 (the “ADEA,” a law which prohibits wages, salary, vacation, and bonuses, including but not limited to statutes such as federal and state discrimination on the basis of age)laws, the National Labor Relations Actwage and hour laws, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990whistleblower laws, Title VII of the Civil Rights Act of 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 Act, the Worker Adjustment and Retraining Act (WARN), the Massachusetts Fair Employment Practices Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act, the Massachusetts Sexual Harassment Statute, all as amended; any and all claims under Massachusetts law and/or the law of any other 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 federalthan as set forth in this Agreement; (b) the payments and benefits set forth in this Agreement, state together with payments and local laws benefits previously provided to you, are complete payment, settlement, accord and regulations 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, exemplary damages, 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 Medical Leave Act, the Americans with Disabilities Act, or other applicable leave of absence laws; and (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, this release does not 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 Fair Labor Standards Act of 1938 or rights relating to employmentworkers’ compensation and unemployment benefits; (b) of indemnification or defense pursuant to applicable law, compensation any applicable indemnification agreement between you and Company, Company’s Bylaws, or related benefits. By signing this Releaseany policy of insurance (including D&O insurance) applicable to you, Executive acknowledges that he intends and subject to waive the terms and release conditions of any such applicable agreements or policies; (c) any vested benefits or rights known or unknown that he you may have against under any employee benefit plan pursuant to the Releasees under these Employee Retirement Income Security Act; or (d) to enforce this Agreement. vi. Nothing in this Agreement prevents you from cooperating with, or 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 other laws relating to employment, compensation or related benefitsmonetary benefits in connection with any such proceeding. Notwithstanding the foregoing, Executive does nothing contained in this Agreement prevents, impedes or interferes with your ability to engage in any activities that cannot release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes be released as a matter 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 law under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationNational Labor Relations Board, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesOccupational Safety and Health Administration, the laws of the State of Vermont Securities and Exchange Commission or any other governmental agency, commission or entity presiding over violations of federal law or regulation (“Government Agencies”), without notice to Company. This Agreement does not prevent, impede or interfere with your right to receive an award for information provided to any Government Agencies as set forth above. Further, nothing in this release or Agreement shall 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 under federal or state of which any subsidiary or affiliate is a domiciliarydiscrimination laws, or any indemnification agreement between Executive and 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 you successfully challenge the validity of this release and prevail in any rights claim under federal or state discrimination laws. The terms of this Agreement do not limit you from receiving an award for information provided under a whistleblower statute to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsgovernmental agency.

Appears in 1 contract

Sources: Employee Transition Separation Agreement (Seachange International Inc)

Release of Claims. In partial consideration of the payments and benefits described Except as otherwise set forth in Section 4 of the Amended and Restated Employment Agreement (the “Employment this Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeyhereby releases, Inc.acquits and forever discharges the Company and its owners, a Vermont corporation officers, directors, shareholders, employees, agents, independent contractors, members, executors, partners, joint venturers, administrators, parent, subsidiaries, assigns, associates, affiliates, and attorneys, as well as all persons or companies acting by, under, through or in concert with any of them (the “Company”"Released Parties"), to which Executive agrees Executive is not entitled until of and unless he executes this Releasefrom any and all claims, Executiveliabilities, for demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and on behalf obligations of himself every kind and his heirs and assignsnature, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common in law, statutory equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed and undisclosed, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against 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 Company and its affiliates and their respective shareholdersor the separation of that employment; claims or demands related to salary, subsidiariesvacation, successorsfringe benefits, assignsexpense reimbursements, trusteesseparation pay, directorsequity or stock, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason any other form of facts or omissions which have occurred on or prior compensation; claims pursuant to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employmentlaw, including the Age Discrimination in Employment Act statute, or cause of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)action including, but not limited to, the National Labor Relations Act, the federal Civil Rights Act of 19911964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, Title VII as amended; the federal Family and Medical Leave Act, as amended (the "FMLA"); the federal Age Discrimination in Employment Act; the federal Older Workers Benefit Protection Act; the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the California Fair Employment and Housing Act, 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, all as amended, good faith and all fair dealing ("Release"). This Release does not prohibit ▇▇▇▇▇▇ from participating in an Equal Employment Opportunity Commission ("EEOC") or other federal, state and or local laws and regulations relating to employmentadministrative agency investigation or proceeding. However, compensation or related benefits. By signing this Release, Executive acknowledges that he intends ▇▇▇▇▇▇ agrees to waive and release his right to monetary or other recovery should any rights known claim be pursued with the EEOC 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 administrative agency on his behalf arising out 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and his employment with and/or separation from the Company. In addition, or this Release shall not be construed in any way to waive any rights or benefits that may not be waived pursuant to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsapplicable law.

Appears in 1 contract

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

Release of Claims. In partial consideration As a condition of the payments Company’s willingness to enter into this Separation Agreement, and benefits described 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 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”5), to which Executive agrees Executive is not entitled until and unless he executes this Release, the Executive, for for, and on behalf with the intention of binding, himself and his heirs and assigns, subject to the last sentence of this Section 1other Executive Releasors (defined below), hereby releases, waives and releases forever discharges the Company and the other Company Releasees (defined below) from, and hereby acknowledges full accord and satisfaction of, any employment, compensation or benefit-related common law, statutory or other complaints, and all claims, charges or demands, causes of action action, and liabilities of any kind whatsoeverwhatsoever (upon any legal or equitable theory, both whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known and or unknown, in law asserted or in equityunasserted, which 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 its affiliates the other Company Releasees up to and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents including the date the Executive executes this Separation Agreement (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the Released Claims” and each an Employment ClaimsExecutive 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, any complaint, charge or cause and all claims under Title VII of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Civil Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 19901973, Title VII 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 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 Nevada state civil rights act, any state statutory wage claim as set forth in Chapter 608 of the Civil Rights Act of 1964N.R.S., all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or 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 civil rights act, and any other state laws of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or State of Texas; (iii) any and all claims for employee benefits, including, without limitation, any and all claims under the federal Employee Retirement Income Security Act of 1974, including 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 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 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 Company or any of its affiliates and the Executive after the Separation Date, (iii) any 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 the 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 benefitsbenefits 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 Executive’s employment with the Company; (v) claims, actions, or rights arising under or to enforce the terms of this Separation Agreement; or (vi) the right to 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 payments or awards under the federal Securities Whistleblower Incentives program (see 17 C.F.R. §§ 240.21F-1 - 240.21F-18, as may be amended). Moreover, nothing in this Separation Agreement limits or waives, or 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 validity of the Separation Agreement’s waiver of claims under the ADEA.

Appears in 1 contract

Sources: Separation Agreement (Strive, Inc.)

Release of Claims. In partial consideration Releasor hereby releases and forever discharges each and every Releasee of the payments and benefits described in Section 4 from any and all claims, demands, actions, causes of the Amended action, damages and Restated Employment Agreement liabilities (the all hereinafter referred to as Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Companyclaims”), to which Executive agrees Executive is whether or not entitled until and unless he executes this Releasenow known, 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 suspected 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 equityclaimed, which Executive Releasor ever had, now has has, or may hereafter claim to have had against the Company and its affiliates and their respective shareholdersany Releasee(s), subsidiariesrelating in any way to her employment with Safeway, successorsany status, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees term or agents (collectivelycondition of such employment, the “Releasees”) by reason termination of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including or her opportunity for employment following the Age Discrimination in Employment Act Closing Date. This release of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)claims is expressly intended to, the National Labor Relations Actand does, the Civil Rights Act of 1991extend to and include, the Americans with Disabilities Act of 1990but is not limited to, claims under: Title VII of the Civil Rights Act of 1964, all as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and all 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 and or local laws and statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to employment, compensation or related the payment of wages and benefits. By signing this ReleaseThis release also extends to and includes, Executive acknowledges that he intends to waive 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 release any rights known or unknown that he may have against the Releasees under these fair dealing; and any and all other laws relating to employment, compensation or related benefitscommon law contract and/or tort claims. Notwithstanding the foregoingrelease of claims otherwise provided for in this section of the Agreement, Executive does it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot releasebe waived as a matter of law, discharge including but not limited to filing a charge of harassment, discrimination or waiveretaliation with the Equal Employment Opportunity Commission (EEOC), and or any of its state or local deferral agencies, or participating in in any investigation by the term “Employment Claims” EEOC or any of its state or local deferral agencies. Further, it is expressly understood that nothing in this Agreement shall not include: (i) be construed to be a waiver by Releasor of any claims benefit that vested in any benefit plan prior to the effective date of this Agreement or causes vested thereafter, or as a waiver of her right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any by-law, agreement or charter document of Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action arising under or related to alleging a breach of this Agreement by any failure by Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to perform be filed or fulfill brought, any obligation owed to Executive on charge, claim, complaint, civil action, suit or after the date hereof under the Employment Agreement or the terms other legal proceeding of any equity award agreementtype against any Releasee(s) involving any matter occurring at any time in the past, including without limitation any obligation under Section 4(d)Releasor will not seek or accept personal relief in connection with such charge, (e) claim, civil action, suit or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitslegal proceeding.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and Employee covenants not to ▇▇▇▇▇ Hockey, Inc.and fully and forever releases and discharges, a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until Company and unless he executes this Release, Executive, for all other Releasees from any 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, all legally waivable claims, charges or liabilities, damages, demands, and causes of action or liabilities of any kind whatsoevernature or kind, both whether now known and or unknown, in law arising out of or in equity, which Executive ever had, now has or may have against any way connected with Employee’s employment with the Company and or any of its affiliates and their respective shareholdersor the termination of such employment; provided, subsidiarieshowever, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees that nothing in this Agreement shall either waive any rights or agents claims of Employee (collectively, the “Releasees”a) by reason of facts or omissions which have occurred on or prior to the date that Executive arise after Employee signs this Release Agreement; (b) to enforce the “Employment Claims”)terms of this Agreement; or (c) for accrued benefits of Employee or his beneficiaries under the terms of the Company’s medical, includingdental, without limitation, any complaint, charge life insurance or cause of action defined contribution retirement plans. This release includes but is not limited to claims arising under federal, state or local laws pertaining to employmentconcerning employment discrimination, termination, retaliation and equal opportunity, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, but not limited to Title VII of the Civil Rights Act of 1964, all 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 all other federalRetraining Notification Act of 1988, state as amended, the Family and local laws and regulations relating to employmentMedical Leave Act, compensation or related benefits. By signing this Releasethe Employee Retirement Income Security Act of 1974, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against as amended (“ERISA”), the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waiveMichigan Persons with Disabilities Civil Rights Act, and the term “Employment Claims” shall Michigan Constitution (including but not include: (i) any claims or causes of action arising under or related limited 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 equity award agreement, including without limitation any obligation under Section 4(dfiduciary claims), (e) claims for attorneys’ fees or (g) of the Employment Agreement (as applicable); costs, any and all statutory or (ii) any claims common law provisions relating to or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of affecting Employee’s employment by the Company or its subsidiaries or affiliates, the laws of the State of Vermont and any and all claims in contract, tort, or premised on any other state 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 which all of Employee’s presently existing covered claims against the Releasees, to the maximum extent permitted by law. Notwithstanding anything herein to the contrary, this Agreement does not purport to waive any subsidiary claim for worker’s compensation or affiliate is a domiciliary, unemployment benefits and does not purport to waive or affect any indemnification claim that cannot be released by an agreement voluntarily entered into between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsprivate parties.

Appears in 1 contract

Sources: Separation Agreement (Superior Industries International Inc)

Release of Claims. (a) In partial consideration exchange for the payment of the payments and benefits described 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 as partial consideration for the accelerated vesting of the Amended RSAs as set forth in Section 5 above, and Restated Employment other consideration provided to you by this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)that you are not otherwise entitled to receive, 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 fullest extent permitted by law, statutory or other complaintsyou hereby generally and completely release the Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equityany way related to your employment with the Company, which Executive ever hador the termination of that employment; (2) all claims related to your compensation or benefits from the Company, now has or may have against the Company including salary, bonuses (except as set forth in Sections 2 and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”4 above), includingvacation pay, without limitationexpense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership interests in the Company; (3) all claims for breach of contract, charge 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 public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification Act the California Fair Employment and Housing Act (as amended, ) and all other federal, state and local 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, compensation complaints, claims, promises, agreements, causes of action, damages, and debts that relate in any manner to your employment with or related benefits. By signing this Releaseservices for the Company, Executive acknowledges that he intends to waive and release any rights known or unknown that he may which the Company has, claims to have, ever had, or ever claimed to have had against you through the Releasees under these and any other laws relating to employmentdate upon which you execute this Agreement. This general release of claims includes, compensation or related benefits. Notwithstanding the foregoingwithout implication of limitation, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any all claims or causes of action arising under or related to any failure by person your services or entity to perform termination as a director, officer, employee, agent, or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents fiduciary of the Company or its subsidiaries or affiliates, the laws your activities on behalf of the State Company in any such capacity; provided however, that this general release of Vermont claims excludes any acts or any other state omissions that would be excluded from exculpation under Section 102(b)(7)(ii) of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsDelaware General Corporation Law.

Appears in 1 contract

Sources: Resignation Agreement (Innoviva, Inc.)

Release of Claims. In partial consideration of (a) Please read the payments following release carefully. To help you understand it and benefits described in Section 4 of the Amended your rights as a terminated employee, please consult with your attorney. (b) You hereby release and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 forever discharge the Company and its affiliates and each of its and their respective shareholders, subsidiaries, successors, assigns, trusteespast and present officers, directors, officersemployees, agents, advisors, consultants, successors and assigns from any and all claims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and general partnersdemands whatsoever, managersknown or unknown, joint venturersat law or in equity, membersby contract (express or implied), employees tort, pursuant to statute, or agents (collectivelyotherwise, the “Releasees”) that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of facts any kind or omissions which have occurred on or nature occurring prior to or on the date that Executive signs this Release (Execution Date. Without limiting the “Employment Claims”)generality of the above, including, without limitation, you specifically release and discharge any complaint, charge or cause and all claims and causes of action arising, directly or indirectly, from your employment at the Company, arising under federal, state or local laws the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to employment, including vested benefits under employee benefit plan(s) of the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of ageCompany), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amendedthe Age Discrimination in Employment Act of 1967, and all other federalthe Equal Pay Act, state and local laws and regulations relating to employmentthe Rehabilitation Act, compensation the Americans With Disabilities Act, 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 law, statute, ordinance, rule, regulation, decision or order pertaining to employmentemployment or pertaining to discrimination on the basis of age, compensation alienage, race, color, creed, gender, national origin, religion, physical or related benefitsmental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Agreement do not signify any admission of wrongdoing by the Company, its subsidiaries or any of their affiliates. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: nothing in this Agreement limits (i) your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any claims other federal, state or causes of action arising under local governmental agency 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 equity award agreement, including without limitation any obligation under Section 4(dcommission (“Government Agencies”), (e) or (g) of the Employment Agreement (as applicable); or (ii) your ability to communicate with any claims Government Agencies or rights to indemnification otherwise participate in any investigation or proceeding that he may have under the certificate of incorporationbe conducted by any Government Agency, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) your right to receive an award for information provided to any Government Agencies. (c) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to vested 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 settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different claims or facts by you, your attorneys or any other person.

Appears in 1 contract

Sources: Release and Transition Services Agreement (Global Eagle Entertainment Inc.)

Release of Claims. In partial consideration For good and valuable consideration, including but not limited to the agreement to provide certain benefits pursuant to the CIC Agreement, the Executive does hereby fully, finally and forever release and discharge the Corporation, its predecessors, successors, subsidiaries, divisions, affiliates, representatives, officers, directors, members, managers, shareholders, agents, employees, attorneys and assigns, of and from all claims, demands, actions, causes of action, suits, damages, losses and expenses of any and every nature whatsoever, whether known or not known, from the payments and benefits described in Section 4 beginning of time to the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as date of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, concerning the employment or termination of the Executive by the Corporation, and including any and all acts that have been or could have been alleged to have violated the 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising ’s rights under federal, state or local laws pertaining law (including but not limited to employmentthe following: the Civil Rights Acts of 1866, including 1871, 1964 and 1991; the Age Discrimination in Employment Act of 1967 (1967; the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Older Workers Benefit Protection Act of 1991, 1990; the Americans with Disabilities Act of 1990, Title VII ; the Human Rights Laws of the Civil Rights State and City of New York; the California Fair Employment and Housing Act; all Federal and State Family and Medical Leave Acts; the Employee Retirement Income Security Act (ERISA)), or any contract of 1964, all as amended, and all other federal, state and local laws and regulations relating to employment, compensation express 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 implied and any provision of any other laws relating law concerning the Executive’s employment or termination thereof, common or statutory, including but not limited to employmentany law of the United States of America, compensation the State of Ohio or related benefitsany other state or government entity. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) excluded from this release are any claims or causes of action arising under by or related to on behalf of the Executive for: (i) any failure by person payment or entity to perform benefit that may be due or fulfill any obligation owed to Executive on or after the date hereof payable under the Employment CIC Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement Plan (as applicable)defined in the CIC Agreement) prior to the receipt thereof; or (ii) any claims failure by the Corporation to cooperate with the Executive in exercising his vested Stock Awards (as defined in the CIC Agreement) in accordance with the terms hereof and of the respective Plan and any other agreement relating to the Stock Awards; (iii) the non-payment of any accrued and unpaid salary or rights benefits to indemnification that he may have under which the certificate Executive is entitled from the Corporation as of incorporationthe effective date of the Qualifying Termination (as defined in the CIC Agreement); (iv) a breach by the Corporation of this Release, the by-laws CIC Agreement or equivalent governing documents the provisions of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification written employment agreement between Executive the Corporation and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyExecutive that expressly survive the Termination Date; or (iiiv) any claims failure by the Corporation to vested benefitsprovide the Executive with any indemnification, advancement of expenses (including but not limited to attorneys fees) or insurance proceeds to which the Executive is entitled under the Corporation’s charter documents or directors and officers insurance policy. (A) THE EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT CONTAINING A RELEASE; (B) THE EXECUTIVE HAS UP TO TWENTY-ONE (21) DAYS FROM THE DATE ON WHICH HE RECEIVES THIS DOCUMENT TO CONSIDER WHETHER OR NOT HE WILL SIGN IT; AND (C) THE EXECUTIVE HAS SEVEN (7) DAYS AFTER SIGNING THIS DOCUMENT (THE “REVOCATION PERIOD”) TO REVOKE HIS SIGNATURE, AND THE RELEASE WILL NOT BECOME EFFECTIVE UNTIL THE REVOCATION PERIOD HAS EXPIRED. IF THE EXECUTIVE CHOOSES TO REVOKE THIS RELEASE, HIS REVOCATION MUST BE IN A SIGNED WRITING AND MUST BE RECEIVED BY THE CHAIRMAN OF HAWK PRIOR TO THE EXPIRATION OF THE REVOCATION PERIOD. THE EXECUTIVE ACKNOWLEDGES THAT CERTAIN OF THE SEVERANCE PAYMENTS AND BENEFITS DESCRIBED IN THE CIC AGREEMENT ARE CONTINGENT UPON HIS SIGNING THIS RELEASE AND ARE PAYABLE ONLY IF THE REVOCATION PERIOD HAS EXPIRED WITHOUT REVOCATION OF THIS RELEASE.

Appears in 1 contract

Sources: Change in Control Agreement (Hawk Corp)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 4(d) and Section 4(e) of the Amended and Restated Employment Agreement employment agreement (the “Employment Agreement”) ), effective as of __________________October 11, 2016, by and between [______] (“Executive”) Executive and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the Company”), to which Executive agrees Executive is not entitled until and unless he Executive executes and does not revoke this Release, Executive, for and on behalf of himself and his heirs heirs, executors, administrators 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 and all complaints, claims, charges suits, controversies, and actions, whether known or causes of action of any kind whatsoever, both known and unknown, in law suspected or in equityclaimed, which Executive Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its affiliates and their respective shareholderspredecessors, successors, past or present parents or subsidiaries, successorsaffiliates, investors, branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents in their respective capacities as such (collectivelycollectively with the Entities, the “Releasees”) by reason of facts circumstances, acts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)becomes effective, including, without limitation, (a) any complaint, charge or cause of action arising under (i) federal, state or local laws pertaining to employment or termination of employment, 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, as amended, the Civil Rights Act of 1991, as amended, the Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, all as amended, the Equal Pay Act of 1963, as amended, the Family and all 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 applicable Executive Order Programs, the Fair Labor Standards Act, or their state or local counterparts (including, but not limited to, the Pennsylvania 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; (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, 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 local laws and regulations relating to employmentfair dealing, compensation promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or related benefitssickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or 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 relating to employment, compensation or related benefitslaws. 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont 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, or ; any rights to insurance coverage under any 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 (iii) the “Excluded Claims”). The Executive acknowledges that he has made no assignment or transfer of any claims to vested benefitsright, claim, demand, cause of action, or other matter covered by this Section 2.

Appears in 1 contract

Sources: Employment Agreement (Virpax Pharmaceuticals, Inc.)

Release of Claims. In partial consideration Releasor hereby releases and forever discharges each and every Releasee of the payments and benefits described in Section 4 from any and all claims, demands, actions, causes of the Amended action, damages and Restated Employment Agreement liabilities (the all hereinafter referred to as Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Companyclaims”), to which Executive agrees Executive is whether or not entitled until and unless he executes this Releasenow known, 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 suspected 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 equityclaimed, which Executive Releasor ever had, now has has, or may hereafter claim to have had against the Company and its affiliates and their respective shareholdersany Releasee(s), subsidiariesrelating in any way to his employment with Safeway, successorsany status, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees term or agents (collectivelycondition of such employment, the “Releasees”) by reason termination of facts that employment, or omissions which have occurred on or prior to his opportunity for employment following the closing date that Executive signs this Release of the pending merger between Safeway and affiliates of Albertsons LLC (the “Employment ClaimsClosing Date”). This release of claims is expressly intended to, includingand does, without limitationextend to and include, any complaintbut is not limited to, charge or cause of action arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, claims under: Title VII of the Civil Rights Act of 1964, all as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and all 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 and or local laws and statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to employment, compensation or related the payment of wages and benefits. By signing this ReleaseThis release also extends to and includes, Executive acknowledges that he intends to waive 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 release any rights known or unknown that he may have against the Releasees under these fair dealing; and any and all other laws relating to employment, compensation or related benefitscommon law contract and/or tort claims. Notwithstanding the foregoingrelease of claims otherwise provided for in this section of the Agreement, Executive does it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot releasebe waived as a matter of law, discharge including but not limited to filing a charge of harassment, discrimination or waiveretaliation with the Equal Employment Opportunity Commission (EEOC), and or any of its state or local deferral agencies, or participating in in any investigation by the term “Employment Claims” EEOC or any of its state or local deferral agencies. Further, it is expressly understood that nothing in this Agreement shall not include: (i) be construed to be a waiver by Releasor of any claims benefit that vested in any benefit plan prior to the effective date of this Agreement or causes vested thereafter, or as a waiver of his right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any by-law, agreement or charter document of Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action arising under or related to alleging a breach of this Agreement by any failure by Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to perform be filed or fulfill brought, any obligation owed to Executive on charge, claim, complaint, civil action, suit or after the date hereof under the Employment Agreement or the terms other legal proceeding of any equity award agreementtype against any Releasee(s) involving any matter occurring at any time in the past, including without limitation any obligation under Section 4(d)Releasor will not seek or accept personal relief in connection with such charge, (e) claim, civil action, suit or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitslegal proceeding.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. In partial Except as otherwise set forth in this Agreement, in exchange for the consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby generally and unless he executes this Releasecompletely release the Company and its directors, Executiveofficers, for and on behalf of himself and his heirs employees, shareholders, attorneys, insurers, affiliates and assigns, subject to the last sentence of this Section 1, hereby waives from any and releases any employment, compensation or benefit-related common law, statutory or other complaints, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to or contemporaneous with your execution of this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in equity, which Executive ever had, now has any way related to your employment or may have against other professional relationship with the Company or the termination of that employment or relationship; (b) all claims related to your compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, or stock options; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (d) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (e) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to the date that Executive signs this Release 1990 (the “Employment Claims”as amended), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all ”) (as amended, and 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 “California Fair Employment Claims” and Housing Act (as amended). Nothing in this release shall not include: (i) apply to any claims or causes of action arising under or related by you against the Company relating 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or your vested rights to indemnification that he may have under the certificate of incorporationCompany stock options, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont 401(k) benefits or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsbenefits set forth in Paragraph 6.

Appears in 1 contract

Sources: Separation Agreement (Hana Biosciences Inc)

Release of Claims. In partial consideration of exchange for the payments opportunity to participate in the Program, you discharge and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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, release all claims, charges or causes of action of any kind whatsoeverobligations, both known and unknowndemands which you have, in law or in equity, which Executive ever had, now has or in the future may have against the Company Company, any of its parents, subsidiaries or affiliated entities, and any of its affiliates and or their respective shareholders, subsidiaries, successors, assigns, trusteesofficers, directors, officersemployees, limited and general partnersagents, managers, joint venturers, members, employees predecessors or agents successors (collectively, the "Releasees") by reason arising out of facts or omissions which have occurred on or prior related to your employment with the Company and/or Releasees up to the date that Executive signs of this Release (the “Employment Claims”)Agreement, including, without limitationbut not limited to, any complaintand all claims for breach of contract or implied contract, charge constructive or cause of action arising wrongful discharge, or for negligence, retaliation and all torts; any and all claims for attorney fees; any and all claims under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act ("ADEA"), the Older Workers Benefit Protection Act ("OWBPA"), the Americans with Disabilities Act, the Employment Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Fair Labor Standards Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; any and all as amendedclaims under each and every state or local variation of these federal laws including without limitation the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act and the New Jersey Civil Rights Act; and any and all claims under any and all other applicable federal, state and state, and/or local laws and regulations relating to employmentfair employment practices laws, compensation individual 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 waiveconstitutional rights, and the term “Employment Claims” wage or discrimination laws. The foregoing release shall not include: (i) affect any acts giving rise to claims subsequent to the execution of this Agreement. Excluded from this release are any claims which by law cannot be waived; provided, however, while you cannot waive your right to file a charge with or causes of action arising under participate in an investigation conducted by certain government agencies, you are waiving and releasing your claim or related right to any failure by person or entity to perform or fulfill monetary recovery should any obligation owed to Executive on or after party (such as the date hereof under the Equal Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (eOpportunity Commission) or (g) of the Employment Agreement (as applicable); or (ii) pursue any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitson your behalf.

Appears in 1 contract

Sources: Restricted Share Unit Award Agreement (Great Atlantic & Pacific Tea Co Inc)

Release of Claims. In partial consideration for FCG entering into this Agreement and for other good and valuable consideration, you hereby release, acquit and forever discharge each of the payments FCG Companies and benefits described their respective parents and subsidiaries, and each of their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed or undisclosed, fixed or contingent, liquidated or unliquidated, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or conduct at any time prior to and including the date Effective 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 your employment with any FCG Company or the termination of that Executive signs this Release (the “Employment Claims”)employment; claims or demands related to salary, includingbonuses, without limitationcommissions, stock, stock options or any complaintother ownership interests in any FCG Company, charge vacation pay, fringe benefits, expense reimbursements, severance pay or cause any other form of action compensation; claims arising under from any employment agreement or arrangement between you and any FCG Company; claims pursuant to any federal, state or local laws pertaining to employmentlaw, including statute or cause of action including, but not limited to, 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 1967, as amended (the “ADEA,” a law which prohibits discrimination on ”); the basis of age), the National Labor Relations California Fair Employment and Housing Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964, all as amended, good faith and all other federal, state and local laws and regulations relating fair dealing. You further agree not to employment, compensation initiate or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release continue any rights known or unknown that he may have against proceeding based upon the Releasees under these and any other laws relating to employment, compensation or related benefitsclaims released herein. Notwithstanding the foregoing, Executive does not release, discharge or waive, and your release of the term “Employment Claims” FCG Companies in accordance with this Section shall not include: be deemed to release (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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)FCG Companies’ duties or obligations under this Agreement, including, but not limited to, FCG’s indemnification obligations to you described in Section 14 of this Agreement; or (ii) any claims or of your rights to indemnification that he may have under the certificate as a stockholder and/or option holder of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsFCG.

Appears in 1 contract

Sources: Separation Agreement (First Consulting Group Inc)

Release of Claims. In partial exchange for the consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment provided to you under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby generally and unless he executes this Releasecompletely release the Company, Executiveand its affiliated, for related, parent and on behalf of himself subsidiary entities, and his heirs its and assignstheir current and former directors, subject to the last sentence of this Section 1officers, hereby waives employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and releases assigns from any employment, compensation or benefit-related common law, statutory or other complaints, and all claims, charges or liabilities, demands, causes of action of any kind whatsoeveraction, and obligations, both known and unknown, in law arising from or in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising from or in any way related to your employment with the Company or the termination of 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, stock, stock options, or any other ownership, equity, which Executive ever hador profits interests in the Company; (c) all claims for breach of contract, now has 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 public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment Act (“ADEA”) and all other federal, state the California Fair Employment 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 benefitsHousing Act (as amended). Notwithstanding the foregoing, Executive does you are not release, discharge or waive, and releasing the term “Employment Claims” shall not includeCompany hereby from: (i) any claims or causes of action arising under or related obligation to any failure by person or entity indemnify you pursuant to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) Articles and Bylaws of the Employment Agreement (as applicable)Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policycannot be waived by law; or (iii) any claims to vested benefitsfor breach of this Agreement.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Tempest Therapeutics, Inc.)

Release of Claims. In partial consideration for the above benefits and other good and valuable consideration, your signature below indicates your agreement as follows: 5.1 In keeping with our intent to allow for an amicable separation, and as part of the payments our accord, and benefits described in Section 4 of the Amended deeming this Agreement to be fair, reasonable, and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________equitable, by and between [______] (“Executive”) intending to be legally bound hereby, you agree to and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, Executivehereby do, for yourself and on behalf for each of himself and his heirs your heirs, executors, administrators and assigns, subject to forever and irrevocably fully release and discharge VeriSign (including any subsidiary or affiliated entities, and all of their respective officers, directors, employees, agents, attorneys, representatives, shareholders, predecessors, successors, purchasers, assigns, and representatives) (collectively the last sentence of this Section 1“VeriSign Parties”) from any and all grievances, hereby waives and releases any employmentliens, compensation or benefit-related common lawsuits, statutory or other complaintsjudgments, claims, charges demands, debts, defenses, actions or causes of action of any kind whatsoeveraction, both obligations, damages, and liabilities whatsoever (collectively “Claims”) which you now have, have had, or may have, whether the same be known and or unknown, in law or at law, in equity, which Executive ever hador mixed, now has in any way arising out of or may have against relating in any way to any matter, act, occurrence, or transaction that occurred before or as of the Company Termination Date, including but not limited to your employment with VeriSign and its affiliates your separation from VeriSign. This is a General Release. You expressly acknowledge that this includes, but is not limited to, your release of any tort and their respective shareholderscontract claims, subsidiariesarbitration claims, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, claims under any complaint, charge or cause of action arising under federallocal, state or local laws pertaining federal law, wage and hour law, wage collection law or labor relations law, and any claims of discrimination on the basis of age, race, sex, sexual orientation, religion, disability, national origin, ancestry, citizenship, retaliation or any other claim of employment discrimination or retaliation, and any claims under the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq.), the Age Discrimination In Employment Act (29 U.S.C. §§ 621 et seq.), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), and any other claim under any law prohibiting employment discrimination or relating to employment, including . You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (the “ADEA,” ”) and that this waiver and release is knowing and voluntary. This General Release does not release VeriSign from any Claims by you that may arise as a result of VeriSign’s failure to comply with its obligations under this Agreement. You acknowledge that the consideration given for this waiver and release Agreement is in addition to anything of value to which you were already entitled and is not an employment benefit. You acknowledge that the amounts to be paid by VeriSign under this Agreement are adequate consideration for your execution of this Agreement and for any and all outstanding obligations that may be owed to you by VeriSign. You represent that you are not aware of any possible claims by you other than the claims that you have waived and released by this Agreement. You expressly agree to waive any rights you may have to any claims, whether the facts or basis for any cause of action are known or unknown as of the Agreement Effective Date, and acknowledge such waiver under any common law principle or statute which prohibits discrimination on may govern waivers of such claims. You hereby knowingly waive any and all rights you have or may have under Section 1542 of the basis of age)California Civil Code. Section 1542 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, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding Section 1542 of the Civil Rights Act Code of 1964California, all as amended, you expressly consent that this Agreement shall be given full force and effect according to each and all other federalof its expressed terms and provisions, state and local laws and regulations including as well those relating to employmentunknown claims, compensation or related benefits. By signing this Releasecharges, 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 employmentdemands, compensation or related benefits. Notwithstanding the foregoingsuits, Executive does not releaseactions, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising and debts, if any. You acknowledge that you understand the significance and consequence of this specific waiver of Section 1542. You understand that this Agreement is not an admission of liability under any statute or related otherwise by VeriSign, and that VeriSign does not admit but denies any violation of your legal rights. You acknowledge that you are advised to consult with legal counsel, if you so desire. 5.2 You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any failure by other person or entity, against VeriSign or any VeriSign Party. You also represent that you do not intend to bring any claims on your own behalf or on behalf of any other 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont against VeriSign or any other state VeriSign Party. 5.3 You agree that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of which any subsidiary disputes, differences, grievances, claims, charges, or affiliate is complaints by any third party against VeriSign and/or any VeriSign Party, unless under a domiciliarysubpoena or other court order to do so. You further agree both to immediately notify VeriSign upon receipt of any such court order, subpoena, or any indemnification agreement between Executive legal discovery device and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to VeriSign. You agree to make yourself available upon reasonable notice from VeriSign or its attorneys to provide testimony through declarations, affidavits, depositions or at a hearing or trial, and to work with VeriSign in preparation for such event, and to cooperate with any other reasonable request by VeriSign in connection with the Companydefense or prosecution of any lawsuit to which VeriSign is a party currently pending or filed after the Termination Date. If VeriSign so requests your cooperation in connection with any legal matter then VeriSign agrees to pay for any reasonable expenses (which may include, without limitation, airfare and lodging) that you incur in connection with assisting VeriSign, provided you notify VeriSign in advance of what your reasonable expenses will be and receive prior written approval from VeriSign for such expenses. 5.4 You agree to refrain from making any derogatory or any rights to insurance coverage under any directors’ and officers’ personal liability insurance disparaging remarks, statements or fiduciary insurance policy; or (iii) any claims to vested benefitscommunications about VeriSign.

Appears in 1 contract

Sources: Severance & General Release Agreement (Verisign Inc/Ca)

Release of Claims. In partial consideration of The Employee knowingly and voluntarily releases and forever discharge the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________Company, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates past, present and their respective shareholdersfuture affiliates, subsidiariespartners, representatives, successors, assigns, trustees, directors, officers, limited executives, agents, trustees, administrators and general partners, managers, joint venturers, members, employees or agents fiduciaries under any Company benefit program (collectively, the collectively “Releasees”) by reason from any and all known (or, through reasonable diligence, should have known) claims, obligations and causes of facts actions, which the Employee, her family, heirs, executors, administrators, successors and assigns have or omissions which may have occurred on or prior to as of the date that Executive signs of execution of this Release (Agreement in connection with her employment with and separation of employment from the “Employment Claims”)Company, including, without limitationbut not limited to, any complaintclaims related to pay, charge commission, hours, bonuses, pension, disability, physical or cause mental affliction, benefits (including vacation/sick/paid time off days and payment for unused vacation/sick/paid time off days), terms and conditions of action arising under federalemployment and claims of discrimination on account of age, state race, color, sex, sexual harassment, sexual orientation, marital status, disability, national origin, citizenship, religion or local laws pertaining to employmentretaliation, including the any alleged violation of (a)the Age Discrimination in Employment Act of 1967 1967, as amended; (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, b) Title VII of the Civil Rights Act of 1964, all as amended; (c) the Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (e) the Employee Retirement Income Security Act of 1974, as amended; (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 Fair Labor Standards Act, as amended; (j) the Occupational Safety and all Health Act, as amended; (k) the Family and Medical Leave Act of 1993; (l) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (m) the federal Worker Adjustment and Retraining Notification Act and any similar state laws, (n) the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; (o) the New Jersey Law Against Discrimination; (p) the New Jersey Wage and Hour Law, (q) any state or local antidiscrimination law; (r) any state or local wage and hour law; (s) any other local, state or federal law, regulation or ordinance; (t) any whistleblower law; (u) any public policy, contract, tort, or common law; or (v) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Employee specifically releases any claim based on any amendment to the laws referenced, whenever such amendment was enacted. The Employee does not, however, release any claim which a statute provides may not be released under any circumstances. The Employee expressly reserves the right to file for unemployment compensation, which the Company agrees not to contest, unless Employee is terminated for Cause during the Transition Period. The Employee represents that she has not submitted any claim or lawsuit against the Releasees unless such submission has been disclosed to the Company (and the Company states that no such disclosure has been received). The Employee agrees not to ▇▇▇ the Releasees in any court proceeding for any released claims. The Employee acknowledges that this Agreement does not limit either Party’s right, where applicable, to file or participate in any charge of discrimination or other investigative proceeding of any federal, state and or local laws and regulations relating to employmentgovernmental agency. To the extent permitted by law, compensation or related benefits. By signing this Releasethe Employee agrees that if such an administrative claim is made against any Releasee(s), 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” she shall not include: (i) be entitled to recover any claims individual monetary relief 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate individual remedies beyond what is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsprovided in this Agreement.

Appears in 1 contract

Sources: Separation Agreement (Marlin Business Services Corp)

Release of Claims. In partial consideration of the payments Employee releases and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockeyforever discharges GenMark Diagnostics, Inc., a Vermont corporation (the “Company”)and any parent, to which Executive agrees Executive is not entitled until subsidiary, affiliated, and unless he executes this Releaserelated entities, Executiveincluding their past, for and on behalf of himself and his heirs present, or future managers, directors, administrators, officers, employees, agents, insurance companies, attorneys, representatives, predecessors, successors and assigns, subject to the last sentence and each of this Section 1them (collectively, hereby waives “Released Parties”) from all known and releases any employment, compensation or benefit-related common law, statutory or other complaints, unknown claims, charges liabilities, and obligations of every kind (including attorneys’ fees and costs) that Employee has ever had 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 affiliates and their respective shareholdersarising out of or relating to facts, subsidiariesevents, successorsoccurrences, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior up to and including the date this Agreement is executed by Employee. The claims that Executive signs this Release Employee is releasing include: (a) claims arising out of Employee’s employment with the “Employment Claims”)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 fair dealing, including, without limitationbut not limited to, any complaintin respect of the Employment Agreement; (d) all claims for harassment, charge discrimination or cause violation of action public policy; (e) claims for constructive discharge or wrongful discharge; (f) claims for retaliation; (g) claims for violation of state or federal common law or statutory law, including to the extent applicable, all claims arising under federal, state or local laws pertaining to employment, including the Age Discrimination in California Fair Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations and Housing Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990California Labor Code, Title VII of the Civil Rights Act of 1964, all as amended, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Family and all Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or other federal, state and state, or 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 or separation from employment or benefits associated with employment or separation from employment; (h) claims for emotional distress, compensation or related benefits. Notwithstanding the foregoingmental anguish, Executive does not releasehumiliation, discharge or waive, personal injury; and the term “Employment Claims” shall not include: (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 claims rights with regard to (a) any claim or causes 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 action arising under this Agreement, (e) any claim or related right to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under enforce Section 8.4 of the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (iif) any claims or rights right to indemnification that he may have under the Company’s certificate of incorporation, the incorporation or by-laws (or equivalent governing similar constituent documents of the Company or its subsidiaries or affiliatesCompany), the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the CompanyParties, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance policy of the Company, or fiduciary insurance policy; applicable law. Nothing in this Agreement shall prevent Employee from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or the California Department of Fair Employment and Housing (iii) any claims such activities, collectively referred to vested benefitsas “Permitted Communications”), nor prevent Employee from challenging the validity of this release in a legal or administrative proceeding.

Appears in 1 contract

Sources: Separation Agreement (GenMark Diagnostics, Inc.)

Release of Claims. In partial exchange for the Severance Payments and COBRA Premiums, and other consideration of provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release the payments Company and benefits described in Section 4 of the Amended its current and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________former directors, by officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and between [______] (“Executive”) subsidiary entities, insurers, affiliates, and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until assigns from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equityany way related to your employment with the Company, which Executive ever hador the termination of that employment; (2) all claims related to your compensation or benefits from the Company, now has including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or may have against any other ownership interests in the Company Company; (3) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (4) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (5) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents other claims arising under the federal Civil Rights Act of 1964 (collectivelyas amended), the “Releasees”) by reason federal Americans with Disabilities Act of facts or omissions which have occurred on or prior to 1990, the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 “California Fair Employment Claims” shall and Housing Act (as amended), provided that you are not include: 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 (iincluding any right to reimbursement of expenses) 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 equity award agreementapplicable law, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the incorporation or by-laws (or equivalent governing similar constituent documents of the Company or its subsidiaries or affiliatesCompany), the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive you and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance policy of the Company. The foregoing notwithstanding, nothing in this Agreement shall prevent you from filing, cooperating with, or fiduciary insurance policy; participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or (iii) the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any claims monetary benefits in connection with any such claim, charge or proceeding with regard to vested benefitsany claim released herein.

Appears in 1 contract

Sources: Separation Agreement (Symyx Technologies Inc)

Release of Claims. a) In partial consideration 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 benefits described in Section 4 other consideration to which you may be entitled hereunder, you hereby release and discharge USCI, and any of the Amended their present, former and Restated Employment Agreement future partners, affiliates, direct and indirect parents, subsidiaries (the “Employment Agreement”) effective as of __________________, by other than Healthcare and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”Diabetes), 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited employees, agents, attorneys, heirs and general partners, managers, joint venturers, members, employees or agents assigns (collectively, the “Releasees”) by reason "Released Parties"), from any and all claims, actions and causes of facts or omissions which action that you may have occurred on or prior as of the Effective Date with respect to the date that Executive signs this Release Released Parties, which arise out of your employment relationship with Healthcare and any other Released Parties, your rights to any compensation or benefits from the Released Parties in connection with your employment, your Employment Agreement, or the termination of your employment with the Released Parties (collectively, the “Employment "Released Claims"), including, without limitation, . The Released Claims shall include any complaint, charge or cause of action claims arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amendedthe Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the civil Rights Act of 1866, the Civil Rights Act of 1991, Employee Retirement Income Security Act of 1974,the Family and Medical Lease Act of 1993, and all any other federal, state or local law whether such claim arises under statute or common law and whether or not you are presently aware of the existence of such claim, damage, action and cause of action, suit or demand, and any personal gain with respect to any 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 Agreement shall be in full satisfaction of any and regulations relating 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 employment, compensation vested benefits under any of the Company's "employee pension benefit plans" or related benefits"employee welfare benefit plans" as defined under ERISA. By signing this ReleaseAgreement, Executive acknowledges you represent that he intends you have been given the opportunity to waive 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 rights known or unknown and all claims, actions and causes of action that he the Released Parties may have against with respect to the Releasees under these performance of your duties and obligations in connection with your employment relationship with Healthcare and any other laws relating Released Parties on and prior to employmentthe date hereof and pursuant to your Employment Agreement. The foregoing notwithstanding, compensation nothing herein shall be construed to release you from any claims, actions, or related benefits. Notwithstanding other causes of action under the foregoingAsset Purchase Agreement, Executive does not release, discharge or waiveall documents and instruments executed in connection with the Asset Purchase Agreement and the Closing of the transactions contemplated therein, and the term “Employment Claims” shall consummation of the transactions contemplated by the Asset Purchase Agreement, including but not include: (i) any claims or causes of action arising under or related limited to any failure employment agreements executed or to be executed 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 equity award agreementyou with ▇▇▇▇▇▇ Medical Management, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company LLC or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 1 contract

Sources: Termination Agreement (Tadeo Holdings Inc)

Release of Claims. In partial consideration A. For good and valuable consideration, including the Company’s provision of a severance payment and benefits as set forth in Sections 1 and 3 of the payments Separation Agreement, Executive hereby releases and benefits described discharges the Company, the Partnership (as defined in Section 4 the Separation Agreement) and each of the Amended their affiliates, subsidiaries, partners, members, predecessors, successors or assigns, along with their respective owners, partners, officers, directors, members, employees, agents, attorneys, successors, administrators and Restated Employment Agreement insurers (collectively the “Employment AgreementReleased Parties) effective as ), from any and all claims, demands, liabilities and causes of __________________action, by and between [______] (“Executive”) and whether statutory or common law, which are now known, or reasonably should be known, to ▇▇▇▇▇ Hockey, Inc.including, a Vermont corporation (the “Company”)but not limited to, to which Executive agrees Executive is not entitled until any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; 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 all claims or causes of action of relating to 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred matter occurring on or prior to the date that Executive signs executed this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employmentAgreement, including without limitation any alleged violation of: (i) the Age Discrimination in Employment Act of 1967 1967, as amended; (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, ii) Title VII of the Civil Rights Act of 1964, all 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 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 other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, claims Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against arising out of, or as 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 result of any equity award agreementbreach of, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicabledefined in the Separation Agreement), that certain Severance Agreement dated as of June 12, 2009 between Executive and the Partnership, or any other contract, incentive compensation plan or agreement, unit subscription agreement, or stock option plan or agreement with any Company Party (collectively, the “Released Claims”); or provided, however, that this release does not apply to the Company’s obligations to Executive that may arise under: (i) the Separation Agreement; (ii) the Cobalt International Energy L.P. Deferred Compensation Plan; and (iii) to the extent applicable, the Class D Award Agreement (as defined in the Separation Agreement) and the LTIP (as defined in the Separation Agreement) as a result of Executive’s continuing ownership of the 45,000 Class D Restricted Shares referenced in Section 3 of the Separation Agreement; (iv) any claims rights of defense or rights indemnification which would be otherwise afforded to indemnification that he may have the Executive under the certificate Certificate of incorporationIncorporation, the byBy-laws Laws or equivalent similar governing documents of the Company or its subsidiaries or affiliatesany written indemnification agreement by and between Company and the Executive; (v) any rights of defense or indemnification which would be otherwise afforded to the Executive under any liability or other insurance policy maintained by Company; (vi) any rights of the Executive under any applicable health, medical 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, 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 laws Company hereby RELEASES AND FOREVER DISCHARGES Executive from any and all legal responsibilities, claims, rights of the State action, causes of Vermont or action, suits, debts, liabilities, judgments, demands, damages, costs, attorneys’ fees, expenses and all claims of any other state kind and all damages of which any subsidiary or affiliate is a domiciliarykind on account of, arising from, related to, or in any indemnification agreement between Executive way growing out of Executive’s employment or separation from employment with Company and the Companywhich 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 prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of this Release with the 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 insurance coverage recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include any claim which arises after the date this Release is executed by Executive, including any claim to enforce Executive’s rights under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthe Separation Agreement.

Appears in 1 contract

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

Release of Claims. In partial consideration a. As a condition of the payments Company’s willingness to enter into this Separation Agreement, and benefits described in consideration for the Company’s agreements in Section 4 3(a)-(d) above, as well as the other agreements of the Amended Company contained in this Separation Agreement, the Executive, with the intention of binding himself, his heirs, beneficiaries, trustees, administrators, executors, assigns and Restated Employment Agreement legal representatives (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyReleasors”), to which Executive agrees Executive is not entitled until and unless he executes this Releasehereby releases, 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 forever discharges the Company and the Releasees from, and hereby acknowledges full accord and satisfaction of, any employment, compensation or benefit-related common law, statutory or other complaints, and all claims, charges or demands, causes of action action, and liabilities of any kind whatsoeverwhatsoever (upon any legal or equitable theory, both whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known and or unknown, in law asserted or in equityunasserted, which by reason of any act, omission, transaction, agreement or occurrence that the Executive ever had, now has or hereafter may have against the Company and its affiliates the Releasees up to and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectivelyincluding the date on which the Executive executes this Separation Agreement. Without limiting the generality of the foregoing, the “Releasees”Releasors hereby release and forever discharge the Company and the Releasees from: (i) by reason any and all claims relating to or arising from the Executive’s employment with the Company, the terms and conditions of facts that employment, the cessation of that employment, and the Executive’s separation from the Company; (ii) any and all claims of employment discrimination, harassment or omissions which have occurred on retaliation under any federal, state or prior to local statute or ordinance, public policy or the date that Executive signs this Release (the “Employment Claims”)common law, including, without limitation, any complaint, charge or cause and all claims under Title VII of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Civil Rights Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 19901973, Title VII the Fair Labor Standards Act, the Equal Pay Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ Act, the Genetic Information Nondiscrimination Act of 2008, the Family Medical Leave Act, the Health Insurance Portability and Accountability Act of 1966, the National Labor Relations Act, the federal Occupational Safety and Health Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security Act, the Constitution of the State of Florida, the Florida Civil Rights Act, Fla. Stat. § 760.01, et seq., Florida’s Private-Sector Whistle- blower’s Act, Fla. Stat. § 448.101, et seq., Florida’s Public-Sector Whistle-blower’s Act, Fla. Stat. § 112.3187, et seq., Florida’s Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim, Fla. Stat. § 440.205, Florida’s Statutory Provision Regarding Wage Rate Discrimination Based on Sex, Fla. Stat. § 448.07, the Florida Minimum Wage Act of 1964, all as amended, and 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationFlorida wage payment laws, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesFlorida Equal Pay Act, Fla. Stat. § 725.07, the Florida Omnibus AIDS Act, Fla. Stat. § 760.50, any other laws of the State of Vermont Florida, and Miami-Dade County Code, chap. 11A, including as all of the aforementioned laws and ordinances as have been or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or may be amended; (iii) any and all claims for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974, as amended; provided, however, that nothing in this Section 7 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, 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 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 of all claims, demands, causes of action, and liabilities of any kind whatsoever against the Company and the Releasees. b. For purposes of this Agreement, the term “the Company and the Releasees” includes Smart for Life, Inc. and its predecessors, direct and indirect affiliates, related companies, successors and assigns, regardless of the jurisdiction in which such entities may be located, and all of its and their respective past, present and future directors, officers, members, managers, employees, insurers, attorneys, representatives and agents, whether acting as agents or in their individual capacities, and this Separation Agreement shall inure to the benefit of and shall be binding and enforceable by all such entities and individuals. c. It is understood that this release does not serve to waive any rights or claims that, pursuant to law, cannot be waived or subject to a release of this kind, such as: (i) claims for unemployment or workers’ compensation benefits; (ii) rights to vested benefitsbenefits under any applicable welfare, retirement and/or pension plans; (iii) rights to defense and indemnification, if any, from the Company for actions taken by the Executive in the course and scope of the Executive’s employment with the Company; (iv) claims, actions, or rights arising under or to enforce the terms of this Separation Agreement; and/or (v) the right to 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. Moreover, nothing in this Separation Agreement limits or waives, or 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 validity of the Separation Agreement’s waiver of claims under the Age Discrimination in Employment Act. d. Notwithstanding the foregoing provisions of this Section 7, this release does not serve to waive any rights or claims the Executive may have against the Company and the Releasees under the federal the Age Discrimination in Employment Act or the federal Older Workers Benefit Protection Act or any claims for age discrimination under Florida state law.

Appears in 1 contract

Sources: Separation Agreement (Smart for Life, Inc.)

Release of Claims. In partial consideration a. Except as otherwise provided in Section 8 of this Agreement, you, in exchange for the Company’s payment of the payments and benefits described in Section 4 of the Amended Paragraph 2 above, voluntarily, fully and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by unconditionally release and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 forever discharge the Company and its affiliates past and their respective shareholderspresent parents, subsidiaries, affiliates, predecessors, successors, assigns, trusteesand their respective officers, directors, officersemployees, limited agents and general partnersplan administrators, managers, joint venturers, members, employees or agents in their individual and corporate capacities (collectively, the hereinafter collectively referred to as “Releasees”) from any and all charges, actions, causes of action, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, or damages of any nature whatsoever, whether now known or unknown, to whomever made, which you have or may have against any or all of the Releasees for or by reason of facts any cause, nature or omissions which have occurred on thing whatsoever arising out of or prior related to your employment with the Company, the termination of such employment or otherwise, from the beginning of time up to and including the date that Executive signs on which you sign this Release (the “Employment Claims”)Agreement, includingexcept as otherwise specifically stated in this Agreement. Such claims, without limitationobligations, any complaintor liabilities include, charge but are not limited to: claims for compensation allegedly due or cause of action owing; claims sounding in contract or implied contract; claims for wrongful dismissal; claims sounding in tort; claims arising under common law, civil law, equity, or federal, state state, and/or local statutes or local laws pertaining to employmentordinances, all as amended from time-to-time, including but not limited to, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, ; Title VII of the Civil Rights Act of 1964, all as amended, ; the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Equal Pay Act; the Americans with Disabilities Act and/or the Rehabilitation Act of 1973; the Employee Retirement Income Security Act; the federal and all applicable state WARN Acts; the Consolidated Omnibus Budget Reconciliation Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; state statutes governing the payment of wages, discrimination in the workplace, and/or any other statute or laws governing the employer-employee relationship, including but not limited to, the New York State Human Rights Law, the New York Labor Law, the New York State Constitution, the New York Civil Rights Law, the New York wage-hour laws, the New York City Human Rights Law, the New York City Administrative Code, the New York Code of Rules and Regulations; and any other claim pursuant to any other federal, state and or local laws and regulations relating to employmentemployment laws, compensation statutes, standards or related human rights legislation; and/or any claim for severance pay, notice, pay in lieu of notice, salary, bonus, incentive or additional compensation, vacation pay, insurance, other benefits. By signing , interest, and/or attorney’s fees. b. This Agreement, including the release of claims set forth in this ReleaseSection 9, 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 waivecreates legally binding obligations, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related Company therefore advises you 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 equity award agreementconsult an attorney before signing this Agreement. In signing this Agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of you give the Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or its subsidiaries or affiliates, the laws of the State of Vermont or to consult with any other state of which those persons to whom reference is made in the first sentence of Section 5c above; and that, in signing this Agreement, you have not relied on any subsidiary promises or affiliate is a domiciliaryrepresentations, express or any indemnification agreement between Executive and the Companyimplied, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthat are not set forth expressly in this Agreement.

Appears in 1 contract

Sources: Separation Agreement (J Crew Group Inc)

Release of Claims. In partial exchange for the severance benefits and other consideration of the payments Company is offering to provide to me pursuant to that certain transition and benefits described in Section 4 of release agreement between me and the Amended and Restated Employment Agreement Company dated June __, 2009 (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this ReleaseI hereby release the Company, Executiveits successors, for and on behalf of himself and his heirs and assignspredecessors, 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 affiliates and their respective shareholdersparents, subsidiaries, successorsand affiliates, assigns, trusteesand each of such entities’ officers, directors, officersagents, limited servants, employees, attorneys, shareholders, and general partners, managers, joint venturers, members, employees or agents assigns (collectively, the “ReleaseesReleased Parties) by reason ), of facts and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, arising out of or in any way related to events, acts or omissions which have occurred on or prior occurring any time up to and including the date that Executive signs I sign this Transition Date Release (the “Employment ClaimsFinal Release”). This release of claims includes, includingbut is not limited to: (a) all claims directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; (b) all claims or demands related to salary, without limitationbonuses, fees, retirement contributions, profit-sharing rights, commissions, stock, stock options, vacation pay, fringe benefits, expense reimbursements, severance pay, or any complaint, charge other form of compensation or cause of action arising under benefit; and (c) all claims pursuant to any federal, state or local laws pertaining to employmentlaw, including statute or cause of action in any jurisdiction, including, but not limited to, the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National California Labor Relations ActCode, the Civil Rights Act of 1991Delaware law, the Americans with Disabilities Act of 1990federal securities law, Title VII tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the Civil Rights Act implied covenant of 1964, all as amended, good faith and 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 benefitsfair dealing. Notwithstanding the foregoing, Executive does I am not release, discharge or waive, and the term “Employment Claims” shall not includereleasing: (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 rights I have under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)agreements incorporated therein by reference; or (ii) any rights or claims or rights to for indemnification that he I may have under the certificate of incorporationpursuant to any written indemnification agreement to which I am a party or intended third-party beneficiary, the by-laws articles or equivalent governing documents bylaws of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyapplicable law; or (iii) any rights which are not waivable as a matter of law. In addition, I understand that nothing in this release prevents me 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 I acknowledge and agree that I shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. I hereby represent and warrant that, other than the Excluded Claims, I are not aware of any claims to vested benefitsI have or might have against any of the Company Parties that are not included in the Released Claims.

Appears in 1 contract

Sources: Transition and Release Agreement (Telik Inc)

Release of Claims. In partial consideration of the payments You voluntarily release and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 discharge the Company and its affiliates current and their respective shareholders, subsidiariesformer predecessors, successors, assigns, trusteesparent companies, subsidiaries, affiliates, and other related entities, as well as all of their current and former agents, officers, directors, officersemployees, limited representatives, attorneys, and general partnersall persons acting by, managersthrough, joint venturersunder, members, employees or agents in concert with any of them (collectively, the any and all of which are referred to as “Releasees”) by reason ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of facts action, damages, losses, expenses, and debts of any nature whatsoever, known or omissions which have occurred on or prior to the date that Executive signs this Release unknown (the Employment Claims”), includingwhich you have, claim to have, ever had, or ever claimed to have had against Releasees. This general release of Claims includes, without implication of limitation, all Claims relating to your employment and separation from employment with the Company; all Claims of discrimination, harassment and retaliation prohibited by any complaint, charge or cause of action arising under federal, state state, or local laws pertaining to employmentstatute, regulation, or ordinance, including the Age Discrimination in Employment Act without implication of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, Massachusetts General Laws chapter 151B, the Massachusetts Wage Act (including but not limited to paid time off, overtime and other wages), the Family and Medical Leave Act, and the Employee Retirement Income Securities Act; and all as amendedother statutory and common law Claims. You also waive any Claim for reinstatement, attorney’s fees, interest, or costs, and all Claims for wages or other federalcompensation (including but not limited to those under the Massachusetts Wage Act), state and local laws and regulations relating provided that this Release shall not be construed to employment, compensation impair your right to enforce the terms of this Agreement or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown claims that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefitsnot by law be waived. Notwithstanding the foregoing, Executive does this Agreement will not release, discharge or waive, and the term “Employment Claims” shall not include: be construed to (i) any claims or causes of action arising under or related impair your right 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 enforce the terms of this Agreement, (ii) waive any Claims that may not by law be waived, (iii) impair your rights under any equity or equity award agreement, including without limitation any obligation under Section 4(d)subscription agreement, (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationstockholders’ agreement, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification written agreement between Executive you and the Company, insofar as you have continuing rights under any such agreement after the effective date of this Agreement, (iv) release or discharge any rights you may have to indemnification as a current or former manager, director, officer or employee under the organizational documents of the Company, under applicable law, by contract, or otherwise, or to protection under any insurance policy maintained by the Company, or (v) impair any rights that you may have to vested retirement benefits. In addition, nothing in this Agreement (including but not limited to the release of claims, confidentiality, cooperation, and non-disparagement provisions) shall be construed to prevent you from communicating or filing a charge or complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission (“SEC”), or any other any federal, state or local agency charged with the enforcement of any laws, or from exercising rights under Section 7 of the National Labor Relations Act to engage in joint activity with other employees, although by signing this Agreement you are waiving and hereby do waive any and all rights to insurance coverage under individual relief (monetary or otherwise) based on claims asserted in such a charge or complaint, or asserted by any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or third-party on your behalf, except where such a waiver of individual relief is prohibited (iii) any claims such as, for example in connection with an award for information provided to vested benefitsthe SEC).

Appears in 1 contract

Sources: Retention and Transition Agreement (Haemonetics Corp)

Release of Claims. In partial consideration of exchange for the payments benefits under this Agreement, you hereby generally and benefits described in Section 4 of completely release the Amended Company and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________its directors, by officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and between [______] (“Executive”) subsidiary entities, insurers, affiliates, and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until assigns from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or your separation from the Company; (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; (c) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (d) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (e) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights Age Discrimination in Employment Act of 1964(“ADEA”), all the California Labor Code (as amended), the California Family Rights Act, and all other federal, state the California Fair Employment 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 benefitsHousing Act (as amended). Notwithstanding the foregoing, Executive does you are not releasereleasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, discharge any valid fully executed indemnification agreement with the Company, applicable law, or waiveapplicable directors and officers liability insurance. Also, and the term “Employment Claims” shall not include: (i) excluded from this Agreement are any claims or causes of action arising under or related that cannot be waived by law. You are waiving, however, your right to any failure by monetary recovery should any governmental agency or entity, such as the Equal Employment Opportunity Commission or the Department of 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 other person or entity, against the Company or any other person or entity subject to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsrelease granted in this paragraph.

Appears in 1 contract

Sources: Separation Agreement (Zynga Inc)

Release of Claims. In partial a. Except as otherwise set forth in this Agreement, in exchange for consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and to which ▇▇. ▇▇▇▇▇ Hockeywould not otherwise be entitled, Inc.▇▇. ▇▇▇▇▇ hereby releases, a Vermont corporation (the “Company”)acquits and forever discharges Isis, to which Executive agrees Executive is not entitled until its parents and unless he executes this Releasesubsidiaries, Executiveand their officers, for directors, agents, servants, employees, attorneys, shareholders, employee benefit plans, successors, assigns and on behalf affiliates, of himself and his heirs from any and assignsall claims, subject to the last sentence liabilities, demands, causes of this Section 1action, hereby waives costs, expenses, attorneys fees, damages, indemnities and releases any employmentobligations of every kind and nature, compensation or benefit-related common in law, statutory equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed and undisclosed, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on 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 ▇▇. ▇▇▇▇▇’▇ employment with Isis or the termination of that Executive signs this Release (the “Employment Claims”)employment; claims or demands related to salary, includingbonuses, without limitationcommissions, stock, stock options, or any complaintother ownership interests in Isis, charge vacation pay, fringe benefits, expense reimbursements, severance pay, or cause any other form of action arising under compensation; claims pursuant to any federal, state or local laws pertaining to employmentlaw, including statute, or cause of action including, but not limited to, 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 1967, as amended (the “ADEA,” a law which prohibits discrimination on ”); the basis of age), the National Labor Relations California Fair Employment and Housing Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing. b. Except as otherwise set forth in this Agreement, all as amendedin exchange for consideration under this Agreement to which Isis would not otherwise be entitled, Isis hereby releases, acquits and forever discharges ▇▇. ▇▇▇▇▇, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, 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 ▇▇. ▇▇▇▇▇’▇ employment with Isis or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in Isis, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state and or local laws and regulations relating to employmentlaw, compensation statute, 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 cause 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 equity award agreementincluding, including without limitation any obligation under Section 4(d)but not limited to, (e) or (g) tort law, contract law, fraud, defamation; and breach of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate implied covenant of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive good faith and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsfair dealing.

Appears in 1 contract

Sources: Retention Agreement (Isis Pharmaceuticals Inc)

Release of Claims. (a) In partial exchange for the consideration of the payments and benefits described provided in Section 4 1 of the Amended and Restated Employment Agreement (the “Employment this Agreement”) effective as of __________________, by and between [______] (“Executive”) and M▇. ▇▇▇▇▇▇▇ Hockey, Inc., 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 heirs, executors, administrators and assignsassigns (collectively the "Releasors") forever waive, subject to release and discharge the last sentence of this Section 1, hereby waives Insys Group from any and releases any employment, compensation or benefit-related common law, statutory or other complaints, all claims, charges or demands, causes of action actions, fees, damages, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever, both whether known and or unknown, in law or in equity, which Executive that M▇. ▇▇▇▇▇▇▇ has ever had, now has or may have had against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) Insys Group by reason of facts any actual or omissions which have occurred on alleged act, omission, transaction, practice, conduct, occurrence or prior other matter up to and including the date that Executive signs this Release (the “Employment Claims”)Separation Date, including, without limitation, but not limited any complaint, charge or cause claims under: ● Title VII of action arising under federal, state or local laws pertaining to employment, 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 Civil Rights Act, as amended; ● the Civil Rights Act of 1991, as amended; ● the Arizona Civil Rights Act; ● the Arizona Employment Protection Act; ● the Americans with Disabilities Act, as amended; ● the Family and Medical Leave Act, as amended; ● the Fair Labor Standards Act; ● the Equal Pay Act, as amended; ● the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); ● The Labor Management Relations Act; ● The National Labor Relations Act; ● Section 1981 of U.S.C. Title 42; ● the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19902002, Title VII of the Civil Rights Act of 1964, all as amended; ● the Older Workers Benefit Protection Act; ● the Worker Adjustment and Retraining Notification Act, as amended; ● the Age Discrimination in Employment Act, as amended; ● the Uniform Services Employment and all Reemployment Rights Act, as amended; ● ALL STATE AND LOCAL STATUTES THAT MAY BE LEGALLY WAIVED THAT EMPLOYEES COULD BRING EMPLOYMENT CLAIMS UNDER, INCLUDING ANY STATE OR LOCAL ANTI-DISCRIMINATION STATUTE, WAGE AND HOUR STATUTE, LEAVE STATUTE, EQUAL PAY STATUTE AND WHISTLEBLOWER STATUTE and/or any other federalFederal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local laws released; and regulations relating to employment● any tort and/or contract claims, 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) including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont sickness or any other harm. However, this general release of claims excludes the filing of an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although M▇. ▇▇▇▇▇▇▇ waives any right to monetary relief related to such a charge. This general release of claims also excludes any claims made under state workers' compensation or unemployment laws, and/or any claims which cannot be waived by law. For the sake of clarity, to the extent the law permits M▇. ▇▇▇▇▇▇▇ to file or otherwise pursue on his behalf any charge, complaint or claim against Insys or the Insys Group, M▇. ▇▇▇▇▇▇▇ expressly agrees to waive, forfeit or otherwise forgo any monetary damages, including but not limited to compensatory damages, punitive damages, any statutory share of the damages and/or penalties imposed on Insys or the Insys Group and attorneys' fees, to which M▇. ▇▇▇▇▇▇▇ may otherwise be entitled in connection with said charge, complaint or claim. (b) This Agreement may be used by Insys to completely bar any subsidiary action or affiliate is a domiciliarysuit before any court, arbitral, or administrative body, other than with respect to any indemnification agreement between Executive claim under federal, state, local or other law relating to the obligations under this Agreement. Furthermore, M▇. ▇▇▇▇▇▇▇ specifically agrees that, except as set forth herein, he will not be entitled to any further payment of any kind from Insys or its board of directors. Notwithstanding any provision hereof to the contrary, M▇. ▇▇▇▇▇▇▇ shall be entitled to any tail coverage under Insys’s directors and officers insurance coverage if and as applicable to his service as an officer of Insys prior to the CompanySeparation Date. (c) M▇. ▇▇▇▇▇▇▇ represents and warrants that he is the sole and lawful owner of all right, title and interest in and to every claim and other rights that are being released above and that no other party has received any assignment or other right of substitution or subrogation to any such claim or right. M▇. ▇▇▇▇▇▇▇ also represents that he has the full power and authority to enter into the waivers and releases set forth in this Agreement. With respect to the foregoing release, M▇. ▇▇▇▇▇▇▇ hereby waives all rights or protection under law of any state, territory, country or any rights political division thereof, to insurance coverage under the extent applicable, which purports to restrict or govern the granting of waivers and releases (such foregoing language is not intended to indicate that the law of any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims jurisdiction other than Arizona is applicable to vested benefitsthis Agreement).

Appears in 1 contract

Sources: Separation and Consulting Agreement (Insys Therapeutics, Inc.)

Release of Claims. In partial exchange for the Salary Payments and other consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment under this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you would not entitled until otherwise be entitled, you hereby release, acquit and unless he executes this Releaseforever discharge the Company, Executiveits parents and subsidiaries, for and on behalf its and their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors, assigns and affiliates, of himself and his heirs from any and assignsall claims, subject to the last sentence liabilities, demands, causes of this Section 1action, hereby waives costs, expenses, attorneys’ fees, damages, indemnities and releases any employmentobligations of every kind and nature, compensation or benefit-related common in law, statutory equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed and undisclosed, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against conduct at any time prior to and including the date you sign this Agreement, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company and its affiliates and their respective shareholdersor the termination of that employment; claims or demands related to salary, subsidiariesbonuses, successorscommissions, assignsstock, trusteesstock options, directorsor any other ownership interests in the Company, officersvacation pay, limited and general partnersfringe benefits, managersexpense reimbursements, joint venturerssabbatical benefits, membersseverance benefits, employees or agents (collectivelyany other form of compensation; claims pursuant to any federal, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)state, includinglocal law, without limitation, any complaint, charge statute or cause of action arising under federalincluding, state or local laws pertaining to employmentbut not limited to, including the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967 (1967, as amended; the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, Title VII as amended; the California Labor Code, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the Civil Rights Act implied covenant of 1964good faith and fair ▇▇▇▇▇▇▇.▇▇▇ represent that you have no lawsuits, all as amendedclaims or actions pending in your name or on behalf of any other person or entity, and 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 Company or 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 subject to perform the release granted in this paragraph. You agree that in the event you bring a claim covered by this release in which you seek damages or fulfill in the event you seek to recover in any obligation owed claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitssuch claims.

Appears in 1 contract

Sources: Employment Agreement (Pharsight Corp)

Release of Claims. In partial consideration of for, among other terms, the payments and benefits Chairman compensation package described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)3, to which Executive agrees Executive is you acknowledge you would otherwise not entitled until be entitled, you voluntarily release and unless he executes this Releaseforever discharge the Company, Executiveits affiliated and related entities, for its and on behalf of himself and his heirs their respective predecessors, successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when you sign this Release (Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This release includes, without limitation, any complaint, charge all Claims: relating to your employment by and termination of employment with the Company; of wrongful discharge or cause violation of action arising public policy; of breach of contract; of defamation or other torts; of retaliation or discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of discrimination or retaliation under 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990Act, Title VII of the Civil Rights Act of 1964, all as amended, and 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 Chapter 151B of the Releasees Massachusetts General Laws); under these and any other laws relating to employmentfederal or state statute (including, compensation or related benefits. Notwithstanding without limitation, 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicableFair Labor Standards Act); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationfor wages, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesbonuses, the laws of the State of Vermont incentive compensation, commissions, stock, stock options, vacation pay or any other state of which any subsidiary compensation or affiliate is a domiciliarybenefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and for damages or other remedies of any indemnification agreement between Executive sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not release your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the CompanyReleasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, or you represent that you have not assigned any rights Claim to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthird party.

Appears in 1 contract

Sources: Transition Agreement (Allena Pharmaceuticals, Inc.)

Release of Claims. In partial consideration (a) Executive, on Executive’s own behalf and in their capacities as such that of the payments Executive’s spouse, heirs, executors or administrators, assigns, insurers, attorneys and benefits described in Section 4 of the Amended and Restated Employment Agreement other persons or entities acting or purporting to act on Executive’s behalf (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company’s Parties”), to which Executive agrees Executive is not entitled until hereby irrevocably and unless he executes this Releaseunconditionally release, Executiveacquit and forever discharge Company and Arbutus Biopharma Corporation, for and on behalf of himself and his heirs and their respective affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, subject to insurers, attorneys, benefit plans sponsored by Company and/or Arbutus Biopharma Corporation and said plans’ fiduciaries, agents and trustees (collectively, the last sentence “Released Parties”), from any and all actions, cause of this Section 1action, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaintssuits, claims, charges or causes of action obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind whatsoeverkind, both known and unknown, whether in law or in equity, known or unknown, which Executive ever the Executive’s Parties have, have had, now has or may in the future claim to have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) Released Parties by reason of facts of, arising out of, related to, or omissions which have occurred on resulting from Executive’s employment with Company (including under the Employment Agreement) or prior to the date that Executive signs this Release (the “Employment Claims”), including, termination thereof. This release specifically includes without limitationlimitation any claims arising in tort or contract or under statute, any complaintclaim based on wrongful discharge, charge any claim based on breach of contract, notice of termination or cause of action payment in lieu, severance pay or severance benefits, any claim arising under federal, state or local laws pertaining law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to employmentcompensation or benefits. This specifically includes, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law without limitation, any claim which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Executive has or has had under Title VII of the Civil Rights Act of 1964; 42 U.S.C. §§ 1981-1988; the Americans with Disabilities Act; the Age Discrimination in Employment Act (and the Older Workers Benefit Protection Act); the Fair Labor Standards Act; the Family and Medical Leave Act; the Workers Adjustment and Retraining Notification Act, all as amended; the Occupational Safety and Health Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; the 163518417.1 Pennsylvania Human Relations Act; the Pennsylvania Minimum Wage Act; the Pennsylvania Wage Payment and Collection Law; wrongful discharge, discrimination, retaliation, or other violation of the Pennsylvania Whistleblower Law; or violation of any British Columbia, Canada statute or law including without limitation the Employment Standards Act, RSBC 1996, c.113 (as am.) or the Human Rights Code, RSBC 1996, c210 (as am.) and/or any other claims of whatever nature arising in connection with Executive’s employment with Company or his separation from such employment, and any and all other claims arising under federal, state or local law. Executive acknowledges he received any and local laws and regulations relating all leaves of absence to which he may have been entitled during employment, and that he suffers from no workplace injuries arising from his employment at Company. It is understood and agreed that the release of claims contained in this Section does not include: (i) a waiver of the right to payment of any vested, nonforfeitable benefits to which Executive or a beneficiary of Executive may be entitled under the terms and provisions of any employee benefit plan of Company or Arbutus Biopharma Corporation which have accrued as of the separation; (ii) a waiver of any rights to indemnification under the Certificate of Incorporation, Bylaws or similar organizational documents of Company, Arbutus Biopharma Corporation or an subsidiary of Company or Arbutus Biopharma Corporation or under applicable law and regulation; (iii) a waiver of the right for claims of unemployment insurance, workers’ compensation benefits, or related benefitsstate disability compensation; (iv) a waiver of the right to challenge the validity of this release pursuant to the Age Discrimination in Employment Act; (v) a waiver of any other rights that cannot by law be released by private agreement; and (vi) rights under outstanding equity award agreements (stock options and restricted stock units) between Executive and Company. By signing this Release, Executive acknowledges that he intends is only entitled to waive the compensation set forth in the Amendment, and that all other claims for any other benefits or compensation, including but not limited to any additional bonuses, are hereby waived, except those expressly stated in the preceding sentence. Nothing in this Release shall be deemed to require the release of any rights known claim that may not be released under applicable federal or unknown state law. Notwithstanding the foregoing or any other provisions here, nothing in this Release is intended to, or shall, limit or interfere, in any way, with Executive’s right or ability, under federal, state, or local law, to file or initiate a charge, claim, or complaint of discrimination, or any other unlawful employment practice, that he may have against cannot legally be waived, or to communicate with any federal, state, or local government agency charged with the Releasees under these enforcement and/or investigation of claims of unlawful employment practices, including but not limited to the U.S. Equal Employment Opportunity Commission and any state or city fair employment practices agency. Further, nothing in this Agreement is intended to, or shall, limit or interfere, in any way, with Executive’s right or ability to participate in or cooperate with any investigation or proceeding conducted by any such agency. Further, nothing in this Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict Executive’s right to engage in any activity or conduct protected by Section 7 or any other laws relating provision of the National Labor Relations Act, or to employmentreport possible violations of federal, compensation state, or related benefitslocal law or regulation to any government agency or entity. Executive and Company acknowledge and agree that Executive’s right and ability to engage and participate in the activities described in this Paragraph shall not be limited or abridged, in any way, by any term, condition, or provision of, or obligation imposed by, this Agreement. Notwithstanding the foregoing, Executive does not releaseunderstands that the releases in this Release shall be construed and enforced to the maximum extent permitted by law. Executive also understands and acknowledges that, discharge by signing this Release, Executive has completely waived his right to receive any individual relief, including monetary damages, in connection with any such claim, charge, complaint, investigation, or waiveproceeding, and the term “Employment Claims” shall not include: (i) if Executive is awarded individual relief and/or monetary damages in connection therewith, Executive hereby unconditionally assigns to Company, and agrees to undertake any claims and all measures necessary to effectuate such assignment of, any right 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that interest he may have to receive such individual relief and/or monetary damages. (b) Except as provided for in Section 3(a) hereof, Executive hereby acknowledges that he understands that under this Release he is releasing any known or unknown claims he may have arising out of, related to, or resulting from Executive’s employment with Company or the certificate of incorporationtermination thereof (the “Released Claims”). Executive acknowledges different or additional facts may be discovered in addition to what Executive now knows or believes to be true with respect to the matters released in this Release, the by-laws or equivalent governing documents and Executive agrees that this Release will be and remain in effect in all respects as a complete and final release of the Company matters released, notwithstanding any such different or its subsidiaries or affiliates, additional facts. Executive expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsReleased Claims.

Appears in 1 contract

Sources: Executive Employment Agreement (Arbutus Biopharma Corp)

Release of Claims. In partial consideration of for, among other terms, the payments and benefits described in Section 4 2 and the extension of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective stock options as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)contemplated in Section 3, to which Executive agrees Executive is you acknowledge you would otherwise not entitled until be entitled, you voluntarily release and unless he executes this Releaseforever discharge the Company, Executiveits affiliated and related entities, for its and on behalf of himself and his heirs their respective predecessors, successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when you sign this Release (Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This release includes, without limitation, any complaint, charge all Claims: · relating to your employment by and your termination from employment with the Company; · of wrongful discharge; · of breach of contract; · of retaliation or cause of action arising discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964, all as amended, and 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 employmentfederal or state statute; · of defamation or other torts; · of violation of public policy; · for wages, compensation or related benefits. Notwithstanding the foregoingbonuses, Executive does not releaseincentive compensation, discharge or waivestock, 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 equity award agreementstock options, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont vacation pay or any other state compensation or benefits; and · for damages or other remedies of which any subsidiary sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect (a) your vested rights under the Company’s Section 401(k) plan, (b) any rights or affiliate is a domiciliaryclaims to indemnity under any statute, the Company’s Bylaws, or the Company’s policies or insurance policies, or any indemnification other source, (c) any claim that by applicable law cannot be waived by means of a private agreement between Executive and the Companywithout judicial or government supervision or approval, or any (d) your rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthis Agreement.

Appears in 1 contract

Sources: Separation Agreement (Actividentity Corp)

Release of Claims. In partial consideration of a. For good and valuable consideration, including without limitation the payments and benefits described in Section 4 provided by paragraph 2 above, Executive hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Company and its former, current and future parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of the Amended their current, former and Restated Employment Agreement (future agents, employees, officers, directors, shareholders, members, trustees, heirs, joint venturers, attorneys, representatives, owners and servants,(collectively, the “Employment AgreementCompany Entities”) effective as from any and all claims, costs or expenses of __________________any kind or nature whatsoever (collectively, by and between [______] (Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyClaims”), 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 whether known 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 foreseen or in equityunforeseen, which that Executive ever had, now has or may have against 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 and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which any events that may have occurred on during the course of Executive’s employment or prior to the date that Executive signs this Release (the “Employment Claims”), includingtermination of Executive’s employment. This includes, without limitation, a release of any complaintsuch Claims for unpaid wages, charge holiday pay, overtime, bonuses or cause other compensation, breach of action arising 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 public policy, defamation, fraudulent misrepresentation or 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 laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law ”) (which prohibits discrimination in employment based on the basis of age), the National Labor Relations Act, the Civil Rights Older Workers Benefit Protection Act of 1991, the Americans with Disabilities Act of 19901990 (“OWBPA”) (which also prohibits discrimination in employment based on age), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Rehabilitation Act, the Labor Management Relations Act, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the California Fair Employment and Housing Act, the California Family Rights Act, the California Constitution, the California Labor Code, all the above statutes as amendedamended from time to time, and all 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 local laws and regulations relating to employment, compensation or related benefitsthose that Executive may not know about. By signing this ReleaseAgreement, Executive acknowledges is forever giving up Executive’s rights to make the 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 he intends the same shall be effective as a bar to waive each and release every claim hereinabove specified, and in furtherance of this intention, Executive hereby expressly waives any and all rights known or unknown that he may have against and benefits conferred upon Executive by Section 1542 of the Releasees under these and any other laws relating to employmentCalifornia Civil Code, compensation or related benefits. which provides: c. Notwithstanding the foregoing, Executive does not releasenothing contained herein shall be construed to alter, discharge limit, or waive, and the term “Employment Claims” shall not include: release (i) any claims claim or causes right to indemnification and/or contribution Executive may have pursuant to applicable law or pursuant to the Company’s governance instruments for acts committed during the scope 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 Executive’s employment with the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)Company; or (ii) any claims or rights to indemnification that he may have under the certificate of incorporationcoverage, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesif any, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal Company liability insurance or fiduciary insurance policy; or (iii) any claims claim or right under state unemployment and workers’ compensation statutes; (iv) any right Executive may have to a vested benefitsbenefit under any pension or welfare plan of the Company; (v) any 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 Agreement.

Appears in 1 contract

Sources: Employment Agreement (T3 Motion, Inc.)

Release of Claims. In partial consideration of for, among other terms, the payments and benefits described in Section 4 of the Amended Sections 2 and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)3, to which Executive agrees Executive is you acknowledge you would otherwise not entitled until be entitled, you voluntarily release and unless he executes this Releaseforever discharge the Company, Executiveits affiliated and related entities, for its and on behalf of himself and his heirs their respective predecessors, successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when you sign this Release (Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”), includingReleasees. This release includes, without limitation, any complaintall Claims: · relating to your employment by and termination of employment with the Company; · of wrongful discharge; · of breach of contract, charge including, but not limited to the Employment Agreement; · of retaliation or cause of action arising discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of age discrimination or retaliation under 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, the Civil Rights Act Claims of 1991, disability discrimination or retaliation under the Americans with Disabilities Act Act, and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964); · under any other federal or state statute; · of defamation or other torts; · of violation of public policy; · for wages, all as amendedbonuses, and all incentive compensation, stock, stock options, vacation pay or any other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing ; 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, 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: affect (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 your vested rights under the Employment Agreement or Company’s Section 401(k) plan and under the terms of any equity award agreementPlans and the Award Agreements, including without limitation any obligation under as modified by Section 4(d)3 herein, (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims your rights as an officer or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents former officer of the Company to indemnification under existing law or its subsidiaries the Company’s by-laws, (iii) your rights as an officer or affiliates, the laws former officer of the State Company under Article V of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company’s by-laws, or (iv) any rights to insurance claim for coverage under any applicable directors’ and officers’ personal liability insurance policy or fiduciary insurance policy; policies, (v) any claim that cannot be waived under applicable law, (vi) any rights that you have solely as a stockholder of the Company, or (iiivii) your rights under this Agreement. You agree that you shall not seek or accept damages of any claims nature, other equitable or legal remedies for your own benefit, attorney’s fees, or costs from any of the Releasees with respect to vested benefitsany Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement.

Appears in 1 contract

Sources: Separation Agreement (NeuroMetrix, Inc.)

Release of Claims. In partial consideration of for, among other terms, the payments opportunity to continue your employment during the Transition Period and benefits the Additional Consideration described in Section 4 of the Amended Sections 1 and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)2, to each of which Executive agrees Executive is you acknowledge you would otherwise not entitled until be entitled, you voluntarily release and unless he executes this Releaseforever discharge the Company, Executiveits affiliated and related entities, for its and on behalf of himself and his heirs their respective predecessors, successors 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 affiliates and their respective shareholdersemployee benefit plans and fiduciaries of such plans, subsidiaries, successors, assigns, trusteesand the current and former officers, directors, officersshareholders, limited employees, attorneys, accountants and general partners, managers, joint venturers, members, employees or agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the date that Executive signs when you sign this Release (Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the “Employment Claims”)Releasees, includingunless excluded below. This release includes, without limitation, any complaint, charge all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge or cause violation of action arising public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local laws pertaining to employmentlaw (including, including without limitation, Claims of discrimination, retaliation or otherwise under the Americans with Disabilities Act, Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute; • for wages, all as amendedbonuses, and all incentive compensation, stock, stock options, vacation pay or any 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 equity award agreement, including without limitation limitation, pursuant to the Massachusetts Wage Act; and • for damages or other remedies of any obligation sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your rights under Section 4(d)this Agreement. Further, (e) you are not releasing your rights or (g) of the Employment Agreement (claims to: indemnification and defense for your former role as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents Chief Financial Officer of the Company or its subsidiaries your role as an advisory consultant during the Transition Period, in each case to the extent provided in the D & O Policy; and/or your vested equity. You agree not to accept damages of any nature, other equitable or affiliateslegal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. You acknowledge and represent that, except as expressly provided in this Agreement, the laws of the State of Vermont Company has paid or provided all salary, wages, bonuses, 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 state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive benefits and the Company, or any rights compensation due to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsyou.

Appears in 1 contract

Sources: Transition Agreement (Allena Pharmaceuticals, Inc.)

Release of Claims. In partial (a) For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Section 2 of the payments Separation Agreement (and benefits described in Section 4 any portion thereof), Executive hereby forever releases, discharges and acquits the Company, its present and former subsidiaries and other affiliates, and each of the Amended foregoing entities’ respective past, present and Restated Employment Agreement future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyConfirming Released Parties”), to which from liability for, and Executive agrees Executive is not entitled until hereby waives, any 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, all claims, charges damages, or causes of action of any kind whatsoeverrelated to Executive’s employment with any Confirming Released Party, both known and unknownthe termination of such employment, ownership of equity in law or in equity, which Executive ever had, now has or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts any other acts or omissions which have occurred related to any matter on or prior to the date that Executive signs executes this Release (the “Employment Claims”)Confirming Release, including, without limitation, any complaint, charge or cause of action whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local laws pertaining to employmentanti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the “ADEA,” a law which prohibits discrimination on the basis of ageOlder Workers Benefit Protection Act), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amendedthe Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and all other the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and local laws hour law; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (N) the Wall Street Reform and regulations relating Consumer Protection Act of 2010; (O) the New York State Human Rights Law, the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law, the New York City Earned Sick Leave Law, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, and retaliation claims under the New Jersey Workers’ Compensation Law; (P) any applicable state employment and securities laws; (Q) 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; (R) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; or (S) any claim, whether direct or derivative, arising from being a shareholder of the Company or any other Released Party; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Further Released Claim (as defined below); (iii) any and all rights, benefits, or claims Executive may have under any employment contract (including the Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to employmentindicate that any such claims exist or that, compensation or related benefitsif they do exist, they are meritorious. By signing this ReleaseRather, Executive acknowledges is simply agreeing that he intends to waive any and release any rights known or unknown all potential claims of this nature that he Executive may have against any of the Releasees under these Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and any other laws relating to employmentwaived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, compensation or related benefits. Notwithstanding INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. (b) In no event shall the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: Further Released Claims 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 claim that arises after Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreementsigns this Confirming Release, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims claim to vested benefits under an employee benefit plan that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Confirming Release) with any Governmental Agencies or participating in any investigation or proceeding conducted by any Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, Executive understands and agrees that, to the extent permitted by law, Executive is waiving any and all rights to indemnification that he may have under the certificate recover any monetary or personal relief from a Confirming Released Party as a result of incorporationsuch Governmental Agency proceeding or subsequent legal actions. Further notwithstanding this release of liability, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is nothing in this Confirming Release limits Executive’s right to receive an award for information provided to a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsGovernmental Agency.

Appears in 1 contract

Sources: Separation and General Release Agreement (Comscore, Inc.)

Release of Claims. In partial consideration of the payments and benefits described Provided that this Agreement becomes effective as specified in Section 4 of 13 herein, and except as otherwise provided in this Agreement, in exchange for the Amended consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and Restated Employment Agreement (completely release the “Employment Agreement”) effective as of __________________Company and its directors, by officers, employees, shareholders, members, partners, agents, attorneys, predecessors, successors, parent and between [______] (“Executive”) subsidiary entities, affiliates, and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until assigns from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents the termination of that employment; (collectively, 2) all claims related to your compensation or benefits from the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)Company, including, without limitationbut not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership interests in the Company; (3) all claims for breach of contract, charge 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 public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federalthe federal Civil Rights Act of 1964 (as amended), state or local laws pertaining to employmentthe Employee Retirement Income Security Act, including the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act (as amended), the California Labor Code, and the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 this release does not release, discharge or waive, and the term “Employment Claims” shall not include: extend to (i) any claims payments or causes of action arising benefits receivable or obligations incurred or specified 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 equity award agreementthis Agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate Indemnification Agreement described in Section 18 of incorporationthis Agreement, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims other right to vested benefitsindemnification based on acts in the course and scope of your employment with the Company or service as a member of the Company’s Board of Directors pursuant to applicable law or the Company’s Certificate of Incorporation or Bylaws, or (iv) any rights or coverage to which you may be entitled under the Company’s director and officer liability insurance policy(ies).

Appears in 1 contract

Sources: Resignation Agreement (Discovery Partners International Inc)

Release of Claims. In partial consideration of for the payments and other benefits described in Section 4 3 of the Amended Severance Benefits Agreement, Executive hereby fully and Restated Employment Agreement (finally releases, waives, and discharges any and all legal claims against the “Employment Company that he has through the date on which he signs this Agreement”) effective as of __________________. This full and final release, by waiver, and between [______] (“Executive”) discharge extends to legal and ▇▇▇▇▇ Hockey, Inc., 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 equitable claims 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), nature whatsoever including, without limitation, the following: (a) All claims that Executive has now, whether or not he now knows about the claims; (b) All claims for attorney's fees and costs; (c) All claims for alleged discrimination against him under any complaint, charge or cause of action arising under applicable federal, state or state, and local laws pertaining to employmentlaw including, including without limitation, rights and claims of age discrimination under the federal Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits ”) and federal Older Workers Benefits Protection Act (“OWBPA”); and discrimination on claims under the basis of ageCalifornia Fair Employment and Housing Act (“CFEHA”), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended1964 (“Title VII”), and all 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 alleged breach 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 federalalleged 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 any other form of pay, for example bonus pay, incentive pay, holiday pay, and sick pay. Provided, however, that the foregoing does not constitute a release or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and local laws federal law, and regulations relating to employmentthe Company’s certificate of incorporation and bylaws, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release (b) any rights known or unknown that vested interest he may have against in any 401(k) plan by virtue of his employment with the Releasees Company, (c) any rights or claims that may arise after it this Agreement is signed, (d) any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (e) the payments and benefits specifically promised to Executive under these and this Agreement, or (f) the right to institute legal action for the purpose of enforcing the provisions of this Agreement. Executive also hereby waives any other laws relating right to employmentreinstatement to employment with the Company. For purposes of this Section 2, compensation “Executive” includes anyone who has or related benefits. Notwithstanding the foregoing, Executive does not release, discharge obtains any legal rights or waiveclaims through Executive, and the term “Employment ClaimsCompanyshall not include: (i) any claims means Nile Therapeutics Inc., and its 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 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 assigns of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) all of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsforegoing entities.

Appears in 1 contract

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

Release of Claims. In partial consideration of the payments and benefits described in Section 4 provided to you under this Agreement, you, and each of your respective heirs, executors, administrators, representatives, agents, successors and assigns forever release and discharge the Company, any of the Amended Company’s parent, subsidiary or related companies, any Company-sponsored employee benefit plans in which you participate, and Restated Employment Agreement (the “Employment Agreement”) effective as all of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholdersofficers, subsidiaries, successors, assignsdirectors, trustees, directorsshareholders, officersagents, limited employees, employees’ spouses, and general partners, managers, joint venturers, members, employees or agents all of their successors and assigns (collectively, the collectively “Releasees”) from any and all claims, actions, causes of action, rights, or damages related in any way to your employment by reason of facts the Company, including costs and attorneys’ fees (collectively “Claims”) whether known, unknown, or later discovered, arising from any acts or omissions which have that occurred on or prior to the date that Executive signs you sign this Release (Agreement. Without limiting the “Employment Claims”)scope of the foregoing provision in any way, including, without limitation, you specifically release all claims relating to or arising out of any complaint, charge or cause aspect of action arising under federal, state or local laws pertaining to employmentyour employment with the Company, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)but not limited to, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, all claims under Title VII of the Civil Rights Act of 1964, all the Civil Rights Act of 1991 and the laws amended thereby; the Employee Retirement Income Security Act of 1974, as amended; the Age Discrimination in Employment Act of 1967; The Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act; any federal, state or local laws against discrimination or harassment or retaliation; any federal or state whistleblower law; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and all any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and local laws hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by you and regulations relating to employmentall claims for breach of promise, compensation or related benefitspublic policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. By signing this Release, Executive acknowledges that he intends to waive and This 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 apply to 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 that may arise after the date hereof under the Employment this Agreement or the terms of any equity award agreementis executed; to statutory claims for state unemployment insurance, including without limitation any obligation under Section 4(d)worker’s compensation, disability insurance benefits (e) or (g) of the Employment Agreement (as applicableother than discrimination claims for such benefits); or (ii) to any other claims that cannot be waived herein under state or federal law. Nothing in this Release shall preclude you from filing a charge with the Equal Employment Opportunity Commission or participating in any manner in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission, but this release waives any and all rights to indemnification that he may have under the certificate of incorporationrecover monetary compensation or injunctive relief benefitting you personally in connection with any such charge, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesinvestigation, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliaryhearing, or any indemnification agreement between Executive proceeding. Nothing in this Agreement prohibits or restricts you from communicating directly with a federal agency about potential securities laws violations or from applying for or receiving an award from the United States Securities and Exchange Commission (the Company, or any rights “SEC”) pursuant to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsSEC Rules 21F-1 through 21F-17.

Appears in 1 contract

Sources: Separation and Release Agreement (Lincoln Educational Services Corp)

Release of Claims. In partial consideration By your acceptance of the payments this Agreement by your signature below, you agree that except as otherwise set forth in this Agreement, you hereby release, acquit and benefits described in Section 4 of the Amended forever discharge Hyperfine and Restated Employment Agreement its parents, affiliates and subsidiaries, and all their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors and assigns (together, the “Employment AgreementReleased Parties”) effective as of __________________and from any and all claims, by liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and between [______] (“Executive”) obligations of every kind and ▇▇▇▇▇ Hockeynature, Inc., 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 in law, statutory equity, or other complaintsotherwise, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law suspected and unsuspected, disclosed and undisclosed, arising out of or in equityany way related to agreements, which Executive ever hadevents, now has acts or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or conduct at any time prior to and including the date this Agreement is signed, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with Hyperfine or the termination of that Executive signs this Release (the “Employment Claims”)employment; claims or demands related to salary, includingbonuses, without limitationcommissions, stock, stock options, or any complaintother ownership interests in Hyperfine, charge vacation pay, fringe benefits, expense reimbursements, severance pay, or cause any other form of action arising under compensation; claims pursuant to any federal, state or local laws pertaining to employmentlaw, including the Age Discrimination in Employment Act statute or cause of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)action including, the National Labor Relations Actbut not limited to, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, any and all claims under Title VII of the Civil Rights Act of 19641964 (Title VII); the Americans with Disabilities Act (ADA); the Family and Medical Leave Act (FMLA), all 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 1991; Section 1981 of 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 (G▇▇▇); the Immigration Reform and Control Act (IRCA); the Illinois Human Rights Act (IHRA); the Illinois Right to Privacy in the Workplace Act; the Illinois Worker Adjustment and Retraining Notification Act; the Illinois One Day Rest in Seven Act; the Illinois Union Employee Health and Benefits Protection Act; the Illinois Employment Contract Act; the Illinois Labor Dispute Act; the Illinois Victims' Economic Security and Safety Act; the Illinois Whistleblower Act; the Illinois Equal Pay Act; the Illinois Biometric Information Privacy Act; the Illinois Constitution; as amendedwell as any claims under local statutes and ordinances that may be legally waived and released, including the Cook County Human Rights Ordinance, the Chicago Human Rights Ordinance; tort law; contract law; 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 federal, state risks of any mistake in entering into this Agreement. You agree that this Agreement is fairly and local laws and regulations relating to employment, compensation or related benefitsknowingly made. By signing this Release, Executive acknowledges that he intends to You expressly waive and relinquish all rights and benefits under any law of any jurisdiction, including but not limited to Illinois, with respect to your release of any rights known unknown or unknown that he unsuspected claims you 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsReleased Parties.

Appears in 1 contract

Sources: Separation Agreement (Hyperfine, Inc.)

Release of Claims. In partial exchange for the compensation, payment(s), benefits and other consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, provided by and between [______] (“Executive”) and ▇▇▇▇▇▇▇▇▇ HockeyFinancial Group Inc. (“JFG”) as set forth in the Agreement dated July 8, Inc.2022, a Vermont corporation (which I acknowledge and agree are just and sufficient consideration for the “Company”)waivers, releases and commitments set forth herein, I, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, hereby agree, 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 fullest extent permitted by law, statutory or other complaintsto waive, release and forever discharge JFG and Releasees (as defined in Paragraph 4) of the Agreement from any and all claims, charges or grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action action, suits, arbitrations, sums of money, wages, attorneys’ fees, costs, damages, or any kind whatsoeverright to any monetary recovery or any other personal relief, both whether known and or unknown, in law or in equity, which Executive ever hadby contract, now has tort, law of trust or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior pursuant to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining statute, regulation, ordinance or common law, which I 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 employmentme, including from the Age Discrimination beginning of time until the date of execution of this Agreement, arising out of or relating in Employment any way to my employment relationship with JFG and Releasees or my separation therefrom. 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, but not limited to the following federal and state laws: ADEA, Older Workers’ Benefits Protection Act, Rehabilitation Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)1973, the National Labor Relations Worker Adjustment and Retraining Notification Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 199042 U.S.C. Section 1981 et seq., Title VII of the Civil Rights Act of 1964, all as amendedEqual Pay Act of 1963, Family and Medical Leave Act of 1993, 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, New York State Human Rights Law, 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 other federal, state and local laws and regulations relating amendments 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 of the foregoing. You also release and waive any and all claims for future personal and monetary relief in connection with any class action for which you may be a class member, Executive does not releaseas well as in any action brought by the 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, discharge you agree JFG will be entitled to an offset for the payment(s) made to you under this Agreement. Nothing in this Exhibit A Release or waiveyour Agreement constitutes a release or waiver by you of, and the term “Employment Claims” shall not includeor prevents you from making or asserting: (i) any claims claim or causes of action arising right 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)COBRA; or (ii) any claims claim or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability right for unemployment insurance or fiduciary insurance policyworkers’ compensation benefits; or (iii) any claims claim to vested benefits.benefits under the written terms of a qualified employee pension benefit plan or 401K plan; (iv) any claim or right that arises after you sign this Exhibit A Release; (v) any claim or right under your personal brokerage account maintained at Jefferies LLC; or (vi) any claim or right under this Exhibit A Release. 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 covered by this paragraph cannot be released as a matter of law, this release of claims will remain valid and fully enforceable as to the remaining released claims. Nothing in this Exhibit A Release or your Agreement, including the provisions set forth in the “Release of Claims,” “Absence of Certain Claims,” “Continuing Obligations,” “Cooperation,” and the “Compliance with Law or Legal Process” paragraphs, shall prevent you (or your attorney) from lawfully (a) filing a charge or complaint with the EEOC, the NLRB, the OSHA, or similar state or local agency; (b) participating in any investigation or proceeding conducted by the Government Agencies or Regulators; (c) communicating or cooperating with, or providing relevant information to, or testifying

Appears in 1 contract

Sources: Separation Agreement (Jefferies Financial Group Inc.)

Release of Claims. “Release”) a. In partial exchange for the consideration received by Executive herein, which consideration Executive was not entitled to but for Executive’s entry into this Agreement, Executive hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the payments foregoing entities’ respective past, present and benefits described in Section 4 future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the Amended foregoing, in their personal and Restated Employment Agreement representative capacities (each a “Company Party” and collectively, the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “CompanyCompany Parties”), to which Executive agrees Executive is not entitled until from liability for, and unless he executes this Releasehereby waives, Executive, for any 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, all claims, charges damages, or causes of action of any kind whatsoeverrelated to Executive’s ownership of any interest in any Company Party, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Executive’s employment with any Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectivelyParty, the “Releasees”) by reason termination of facts such employment, and any other acts or omissions which have occurred related to any matter occurring on or prior to the date that Executive signs executes this Release Agreement, including (the “Employment Claims”), including, without limitation, i) any complaint, charge or cause of action arising under alleged violation through such date of: (A) any federal, state or local laws pertaining to employmentanti-discrimination law or anti-retaliation law, regulation or ordinance 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and all other the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and local laws hour law; (I) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act); (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and regulations relating all rights, benefits or claims Executive may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to employment, any ownership interest in any Company Party; and (iv) any claim for compensation or related benefitsbenefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). By signing this ReleaseThis Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive acknowledges is simply agreeing that, in exchange for any consideration received, any and all potential claims of this nature that he intends to waive and release any rights known or unknown that he Executive may have against the Releasees under these Company Parties, regardless of whether they actually exist, are expressly settled, compromised and any other laws relating to employment, compensation or related benefitswaived. Notwithstanding the foregoing, Executive does the Released Claims do not release, discharge or waive, and the term “Employment Claims” shall not include: (i) include 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or existing rights to indemnification and advancement of expenses incurred in connection with the same that he may Executive has under Delaware law or any agreement with the Company. 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. For purposes of this Agreement, “Affiliate” shall mean, with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under the certificate of incorporation, the by-laws or equivalent governing documents Rule 405 of the Company or its subsidiaries or affiliatesSecurities Act of 1933, the laws as amended from time to time. For purposes of the State of Vermont or this Agreement, “Person” shall mean any other state of which individual, natural person, corporation (including any subsidiary or affiliate is a domiciliarynon-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or any indemnification agreement between Executive and the Companyjoint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization, or other entity of any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsnature.

Appears in 1 contract

Sources: Transition Services Agreement (Cirrus Logic, Inc.)

Release of Claims. (a) In partial consideration of the Company’s provision of payments or benefits (and any portion thereof) to Executive after the Separation Date in accordance with Section 2(b) of the Agreement, which payments and benefits described in Section 4 of the Amended (and Restated Employment Agreement (the “Employment Agreement”any portion thereof) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is was not entitled until to but for his entry into the Agreement and unless he executes entry into (and non-revocation of) this Confirming Release, Executive, for Executive hereby releases 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 discharges the Company and its subsidiaries and other affiliates and their each of the foregoing entities’ respective shareholderspartners, subsidiariesmembers, predecessors, successors, assigns, trusteesowners, partners, shareholders, officers, directors, officersmanagers,, limited employees, agents, attorneys, administrators, benefit plans (including the fiduciaries and general partners, managers, joint venturers, members, employees or agents trustees of such plans) and insurers (collectively, the “ReleaseesConfirming Released Parties) by reason ), from any and all claims, demands, liabilities and causes of facts action, whether statutory or omissions which have occurred common law, that are now known, or reasonably should be known, to Executive, including, without limitation, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Executive signs executes this Release (the “Employment Claims”)Confirming Release, including, without limitation, (i) any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including alleged violation through such date of: (A) the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the “ADEA,” a law which prohibits discrimination on the basis of ageOlder Workers Benefit Protection Act), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, ; (B) Title VII of the Civil Rights Act of 1964, all as amended; (C) the Civil Rights Act of 1991; (D) 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 all 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 federallocal, state and local laws and regulations relating to employmentor federal law, compensation regulation 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)ordinance; or (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 or rights to indemnification that he Executive may have arising out of, or as the result of any breach of, any employment agreement or offer letter, or any other contract, incentive compensation plan or agreement, or equity compensation plan or agreement with the Company or any of the other Confirming Released Parties (collectively, the “Confirming Released Claims”); provided, however, that this Confirming Release does not 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 certificate of incorporation, the by-laws or equivalent similar governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any written indemnification agreement by and between the Company and Executive; (III) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive and under any liability or other insurance policy maintained by the Company, or ; (IV) in connection with any rights to insurance coverage of Executive under any directors’ applicable health, medical and officers’ personal liability insurance or fiduciary insurance policy; or (iii) dental programs, including any claims to vested benefitsbenefits under an employee benefit plan subject to ERISA; (V) with respect to any vested sums owed to Executive but deferred pursuant to any qualified or nonqualified deferred compensation plan (including but not limited to the Employer’s 401(k) cash or deferred arrangement and the Employer’s EDC Plan); and (VI) with respect to any Accrued Rights. This 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 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 Confirming Release prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of this Confirming Release with the 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, to the extent set forth in paragraph (a) above, Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Company or any other Confirming Released Party as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, nothing in this Confirming Release or the Agreement prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or 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 to enforce Executive’s rights under the Agreement.

Appears in 1 contract

Sources: Separation, Consulting, and General Release Agreement (Frank's International N.V.)

Release of Claims. In partial consideration of for, and as a condition of, your continued employment and other consideration provided to you by the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Company under this Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is you are not entitled until otherwise entitled, you hereby generally and unless he executes this Releasecompletely release the Company and its directors, Executiveofficers, for employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and on behalf of himself subsidiary entities, insurers, affiliates, and his heirs assigns from any 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equity, which Executive ever had, now has or may have against any way related to your employment with the Company or the termination of that employment; (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; (3) all claims for breach of contract, wrongful termination, and its affiliates breach of the implied covenant of good faith and their respective shareholdersfair dealing; (4) all tort claims, subsidiariesincluding claims for fraud, successorsdefamation, assignsemotional distress, trusteesand discharge in violation of public policy; and (5) all federal, directorsstate, officersand local statutory claims, limited and general partnersincluding claims for discrimination, managersharassment, joint venturersretaliation, membersattorneys’ fees, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990, Title VII of the Civil Rights federal Age Discrimination in Employment Act of 1964, all (as amended, and 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) (“ADEA”), and the term “California Fair 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement and Housing Act (as applicableamended); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 1 contract

Sources: Severance Agreement (Pharsight Corp)

Release of Claims. In partial consideration of for receiving the payments and benefits Separation Benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Separation Agreement”) effective , along with other consideration as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes set forth in 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 fullest extent permitted by applicable law, statutory or other complaintsExecutive waives, claims, charges releases and promises never to assert any claims or causes of action of any kind whatsoeveraction, both known and unknownwhether or not now known, in law or in equity, which Executive ever had, now has or may have against the Company and or any of its affiliates and their respective shareholderspredecessors, successors or past or present subsidiaries, successorsaffiliates, assigns, trusteesstockholders, directors, officers, limited employees, consultants, attorneys, agents, assigns and general partners, managers, joint venturers, members, employees or agents employee benefit plans (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior with respect to the date that Executive signs this Release any matter, including (the “Employment Claims”), including, without limitation, ) any complaint, charge matter related to Executive’s employment with the Company or cause the termination of action arising under federal, state or local laws pertaining to that employment, including (without limitation) claims or demands related to base pay, salary, bonuses, commissions, stock, stock options, stock-based compensation or any other ownership interests in the Age Discrimination in Employment Act Company, vacation/paid time off, fringe benefits, expense reimbursements, severance pay or any other form of 1967 (compensation, attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the “ADEA,” a law which prohibits covenant of good faith and fair dealing and any claims of discrimination or harassment based on the sex, age, race, national origin, disability or any other basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, under Title VII of the Civil Rights Act of 1964, all the California Fair Employment and Housing Act, the California Labor Code, the Private Attorneys General Act (“PAGA”), the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”), the Workers Adjustment and Retraining Notification Act and all other federal, state and local laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Release and only those claims that may be waived by applicable law. Execution of this Release does not bar any claim that arises hereafter, including (without limitation) a claim for: (a) breach of this Release; (b) any claim to indemnification you may have pursuant to the terms and conditions of the Company’s governing corporate documents, pursuant to any written indemnification agreement with the Company to which you are a party, under applicable law, or pursuant to the terms and conditions of any directors and officers’ liability insurance policy of the Company; (c) any right you have to file or pursue a claim for workers’ compensation or related benefitsunemployment insurance; (d) any claims or rights you may have for your own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Termination Date; or (e) any rights which are not waivable as a matter of law. By signing In consideration for Executive’s execution of this Release, Executive acknowledges that he intends to waive the fullest extent not prohibited by applicable law, the Company waives, releases and release any rights known or unknown that he may have against the Releasees under these and any other laws relating promises never 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) assert any claims or causes of action arising under action, whether or related 1 Docusign Envelope ID: 76A6E220-AD31-418C-A64B-EF3D5F03150E not now known, against you or any of your predecessors or successors with respect to any failure matter. However, this release covers only those claims that arose prior to the execution of this Release and only those claims that may be waived by person or entity to perform or fulfill applicable law. Effective Date, Acknowledgment of Waiver of Claims under ADEA. You acknowledge that you are knowingly and voluntarily waiving and releasing any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he you may have under the certificate Age Discrimination in Employment Act of incorporation1967 (ADEA) and the Older Workers Benefit Protection Act (OWBPA). You agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA or OWBPA after the Effective Date of this Release (defined below). You also acknowledge that the consideration given for the waiver and release herein is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the byADEA, that (a) your waiver and release do not apply to any rights or claims that may arise after the execution date of this Release; (b) you are advised hereby to consult with an attorney before signing this Release; (c) you have up to twenty-laws or equivalent governing documents one (21) calendar days from the date you receive this Release to execute this Release (although you may choose to knowingly and voluntarily execute this Release earlier, as signified by the date and signature below, but no earlier than the Termination Date); (d) you have seven (7) calendar days following your execution of this Release to revoke your acceptance of this Release; and (e) this Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth calendar day after this Release is executed by you (the “Effective Date”); (f) the Company has no obligation to provide any of the Company sums or its subsidiaries consideration or affiliatesperform any act referred to in the Separation Agreement until the Release becomes effective and enforceable; (g) you have carefully read, the laws and understand, all of the State provisions of Vermont this Release; and (h) this Release does not affect your ability to test the knowing and voluntary nature of this Release or your execution of the Separation Agreement. You acknowledge that any such revocation of this Release must be made by delivering a written notice of revocation to Life360, Attention: Human Resources and for such revocation to be effective, notice must be received no later than 11:59 PM (Pacific Time) on the seventh (7th) calendar day after you execute this Release. Waiver. You expressly waive and release any and all rights and benefits under Section 1542 of the California Civil Code (or any analogous law of any other state of state), 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. No Actions or Claims. You represent that you have not filed any subsidiary or affiliate is a domiciliarycharges, complaints, grievances, arbitrations, lawsuits, or claims against the Company (“Claims”), with any indemnification agreement between Executive local, state or federal agency, union or court from the beginning of time to the date of execution of this Release and that you will not do so at any time hereafter to the Companyextent that you have released such Claim under the Release, based upon events occurring prior to the date of execution of this Release. In the event any court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any rights legal proceeding on your behalf, you will ask any such agency, union or court to insurance coverage under withdraw from and/or dismiss any directors’ and officers’ personal liability insurance such action or fiduciary insurance policy; or (iii) any claims grievance, with prejudice to vested benefits.the extent permitted by law. 2

Appears in 1 contract

Sources: Termination Agreement (Life360, Inc.)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇▇▇▇ Hockeyhereby releases and forever discharges Safeway of and from any and all claims, Inc.demands, a Vermont corporation actions, causes of action, damages and liabilities (the “Company”all hereinafter referred to as "claims"), to which Executive agrees Executive is whether or not entitled until and unless he executes this Releasenow known, 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 suspected 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 equityclaimed, which Executive Releasor ever had, now has has, or may hereafter claim to have had against Safeway, relating in any way to his employment with Safeway, or any status, term or condition of such employment or the Company termination of that employment. This release of claims is expressly intended to, and its affiliates does, extend to and their respective shareholdersinclude, subsidiariesbut is not limited to, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, claims under: Title VII of the Civil Rights Act of 1964, all as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the California Fair Employment and all Housing Act, as amended; the California Labor Code; and any other federal, state and or local laws and statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to employment, compensation or related the payment of wages and benefits. By signing this ReleaseThis release also extends to and includes, Executive acknowledges that he intends to waive 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 release any rights known or unknown that he may have against the Releasees under these fair dealing; and any and all 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitscommon law contract and/or tort claims.

Appears in 1 contract

Sources: Separation Agreement (Safeway Inc)

Release of Claims. (a) In partial consideration exchange for the payment of the payments and benefits described 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 the accelerated vesting of the Amended RSAs as set forth in Section 5 above, and Restated Employment other consideration provided to you by this Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)that you are not otherwise entitled to receive, 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 fullest extent permitted by law, statutory or other complaintsyou hereby generally and completely release the Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, that arise out of or are in law any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in equityany way related to your employment with the Company, which Executive ever hador the termination of that employment; (2) all claims related to your compensation or benefits from the Company, now has or may have against the Company including salary, bonuses (except as set forth in Sections 2 and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”4 above), includingvacation pay, without limitationexpense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership interests in the Company; (3) all claims for breach of contract, charge 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 public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federal, state or local laws pertaining to employment, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification Act the California Fair Employment and Housing Act (as amended, ) and all other federal, state and local 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, compensation complaints, claims, promises, agreements, causes of action, damages, and debts that relate in any manner to your employment with or related benefits. By signing this Releaseservices for the Company, Executive acknowledges that he intends to waive and release any rights known or unknown that he may which the Company has, claims to have, ever had, or ever claimed to have had against you through the Releasees under these and any other laws relating to employmentdate upon which you execute this Agreement. This general release of claims includes, compensation or related benefits. Notwithstanding the foregoingwithout implication of limitation, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any all claims or causes of action arising under or related to any failure by person your services or entity to perform termination as a director, officer, employee, agent, or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents fiduciary of the Company or its subsidiaries or affiliates, the laws your activities on behalf of the State Company in any such capacity; provided however, that this general release of Vermont claims excludes any acts or any other state omissions that would be excluded from exculpation under Section 102(b)(7)(ii) of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsDelaware General Corporation Law.

Appears in 1 contract

Sources: Resignation Agreement (Innoviva, Inc.)

Release of Claims. In partial exchange for the consideration of the payments provided by this Agreement, you hereby generally and benefits described in Section 4 of the Amended completely release Company and Restated Employment Agreement its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Employment AgreementReleased Parties”) effective as of __________________, by from any and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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, all claims, charges or causes of action of any kind whatsoeverliabilities and obligations, both known and unknown, in law arising from or in equityany way related to events, which Executive ever hadacts, now has conduct, or may have against omissions occurring prior to or at the time that you sign this Agreement, including but not limited to claims arising from or in any way related to your employment with Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents the termination of that employment (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Released Claims”). By way of example, includingthe Released claims include, without limitationbut are not limited to: (1) all claims related to your compensation or benefits from Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any complaintother ownership interests in Company; (2) all claims for breach of contract, charge wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or cause of action other claims arising under federalthe federal Civil Rights Act of 1964 (as amended), state or local laws pertaining to employmentthe federal Americans with Disabilities Act of 1990, including the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and all other federal, Texas 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 benefitslaw. Notwithstanding the foregoing, Executive does the following are not release, discharge or waive, and included in the term Released Claims (the Employment Excluded Claims” shall not include: ”): (i1) 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 equity award agreement, including without limitation any obligation under Section 4(d), on which you sign this Agreement; (e2) or rights you may have as a Company shareholder; (g3) of the Employment Agreement (as applicable); or (ii) any claims for or rights to indemnification pursuant to your Employment Agreement, the Company’s articles of incorporation and bylaws, any fully executed indemnification agreement with Company, insurance policy(ies) or applicable law; and (4) claims which cannot be waived as a matter of law. You acknowledge that he you are knowingly and voluntarily waiving and releasing any rights you may have under the certificate ADEA, and that the consideration given for this Agreement is in addition to anything of incorporationvalue to which you were already entitled. You further acknowledge that you have been advised, as required by the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliatesADEA, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive that: (a) your waiver and the Company, or release does not apply to any rights or claims that may arise after the date you sign this Agreement; (b) you have been advised that you have the right to insurance coverage under any directors’ consult with an attorney prior to executing this Agreement (although you may choose voluntarily not to do so); (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (d) you have seven days following my execution of this Release to revoke your acceptance of it (with such revocation to be delivered in writing to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) within the seven day revocation period); and officers’ personal liability insurance or fiduciary insurance policy; or (iiie) any claims to vested benefitsthis Agreement will not be effective until the date upon which the revocation period has expired without revocation, which will be the eighth day after you sign it (“Effective Date”).

Appears in 1 contract

Sources: Transition Agreement (CS Disco, Inc.)

Release of Claims. In partial consideration (a) You hereby release (i) Bancorp, its subsidiaries, affiliates, and benefit plans, (ii) each of the payments Bancorp’s past and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective present shareholders, subsidiariesExecutives, directors, agents, employees, representatives, administrators, fiduciaries and attorneys, and (iii) the predecessors, successors, assignstransferees and assigns of each of the persons and entities described in this sentence, trusteesfrom any and all claims of any kind, directorsknown or unknown, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred that arose on or prior to before the date that Executive signs you signed this Release agreement. (the “Employment Claims”), includingb) The claims you are releasing include, without limitation, any complaintclaims of wrongful termination, charge claims of constructive discharge, claims arising out of employment agreements, representations or cause of action policies related to your employment, claims arising under federal, state or local laws pertaining or ordinances prohibiting discrimination or harassment or requiring accommodation on the basis of age, race, color, national origin, religion, sex, disability, marital status, sexual orientation or any other status, claims of failure to employmentaccommodate a disability or religious practice, claims for violation of public policy, claims of retaliation, claims of failure to assist you in applying for future position openings, claims of failure to hire you for future position openings, claims for wages or compensation of any kind (including overtime claims), claims of tortious interference with contract or expectancy, claims of fraud or negligent misrepresentation, claims of breach of privacy, defamation claims, claims of intentional or negligent infliction of emotional distress, claims of unfair labor practices, claims arising out of any claimed right to stock or stock options, claims for attorneys’ fees or costs, and any other claims that are based on any legal obligations that arise out of or are related to your employment relationship with us. (c) You specifically waive any rights or claims that you may have under the California Labor Code, the Civil Rights Act of 1964 (including Title VII of that Act), the Equal Pay Act of 1963, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 19901990 (ADA), Title VII of the Civil Rights Fair Labor Standards Act of 19641938 (FLSA), all as amendedthe Family and Medical Leave Act of 1993 (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Employee Retirement Income Security Act of 1974 (ERISA), the National Labor Relations Act (NLRA), and all other similar federal, state and local laws and regulations relating laws. (d) You agree not to employmentseek any personal recovery (of money damages, compensation injunctive relief or related benefits. By signing otherwise) for the claims you are releasing in this Releaseagreement, Executive acknowledges that he intends to waive and release either through 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 complaint to any failure by person governmental agency or entity otherwise. You agree not to perform start any lawsuit or fulfill arbitration asserting any of the claims you are releasing in this agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this agreement. You agree not to apply for future employment with the Bancorp of the Bank and that neither the Bancorp nor the Bank has any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), consider you for future employment. (e) You represent and warrant that you have all necessary authority to enter into this agreement (including, if you are married, on behalf of your marital community) and that you have not transferred any interest in any claims to your spouse or to any third party. (f) This agreement does not affect your rights, if any, to receive pension plan benefits, medical plan benefits, unemployment compensation benefits or workers’ compensation benefits. This agreement also does not affect your rights, if any, under agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or held harmless in connection with claims that may be asserted against you by third parties. (g) You understand that you are releasing potentially unknown claims, and that you have limited knowledge with respect to some of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification being released. You acknowledge that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate there is a domiciliaryrisk 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 mistake in entering into this agreement. You agree that this release is fairly and knowingly made. (h) You are giving up all rights and claims of any kind, known or any indemnification agreement between Executive and unknown, except for the Company, or any rights specifically given to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsyou in this agreement.

Appears in 1 contract

Sources: Employment Agreement (Plumas Bancorp)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 7.4 of the Amended and Restated that certain Employment Agreement (the “Employment Agreement”) ), effective as of __________________March 23, 2015, by and between [______] ▇▇▇▇▇▇ ▇▇▇▇▇ (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation Triton Emission Solutions Inc. (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, but subject to the last sentence of this Section 1following two sentences hereof, 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”)Release, including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including including, if applicable, 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, the Civil Rights Act of 1991, the Americans with With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, ; and all other federal, state and local laws and regulations relating to employment, compensation or related benefitsregulations. 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 laws; provided that Executive does not waive or release claims with respect to employment, compensation or related benefitsthe right to enforce the Employment Agreement (the “Unreleased Claims”). Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) waive 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont Delaware or any other state of which any such subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 1 contract

Sources: Employment Agreement (Triton Emission Solutions Inc.)

Release of Claims. In partial consideration of The Company releases the payments Employee and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 Employee 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 affiliates officers, directors, representatives and affiliated companies, on behalf of themselves, and their respective shareholdersheirs, subsidiariesfamily members, and their officers, directors and representatives, successors, assignsand assigns from, trusteesand agree not to ▇▇▇ concerning, directorsany claim, officersduty, limited and general partnersobligation or cause of action relating to any matters of any kind, managerswhether presently known or unknown, joint venturerssuspected or unsuspected, membersthat any of them may possess arising from any omissions, employees acts or agents (collectively, the “Releasees”) by reason of facts or omissions which that have occurred on or prior to up until and including the date that Executive signs this Release (the “Employment Claims”), final day of Employee’s employment including, without limitation: (a) any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship; (b) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and all other causes of action; (c) any complaint, charge or cause and all claims for violation of action arising under any federal, state or local laws pertaining to employmentmunicipal statute, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age)ordinance, the National Labor Relations Actrule or regulation, the Civil Rights Act of 1991including, the Americans with Disabilities Act of 1990but not limited to, Title VII of the Civil Rights Act of 1964, all as amendedthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, and the Older Workers Benefit Protection Act; (d) any and all claims arising out of any other federal, state and local laws and regulations relating to employment, compensation employment 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 equity award agreement, including without limitation any obligation under Section 4(d), employment discrimination; and (e) or (g) of any and all claims for attorneys’ fees and costs. The Company and Employee agree that the Employment Agreement (release set forth in this section shall be and remain in effect in all respects as applicable); or (ii) a complete general release as to the matters released. This release does not extend to any claims or rights to indemnification that he may have obligations incurred under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitsthis Agreement.

Appears in 1 contract

Sources: Settlement Agreement (Command Center, Inc.)

Release of Claims. In partial consideration ▇▇. ▇▇▇▇▇▇, of her own free will knowingly and voluntarily releases and forever discharges the payments Released Parties, of and benefits described in Section 4 from any and all actions or causes of the Amended action, suits, claims, charges, complaints, promises demands and Restated Employment Agreement contracts (the “Employment Agreement”) effective as of __________________whether oral or written, by and between [______] (“Executive”) and express or implied from any source), or any nature whatsoever, known or unknown, suspected or unsuspected, which ▇▇. ▇▇▇▇▇▇ Hockeyor ▇▇. ▇▇▇▇▇▇’▇ heirs, Inc.executors, a Vermont corporation (the “Company”)administrators, 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 successors 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 assigns ever had, now has have or hereafter can shall or may have against the Company and its affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents (collectively, the “Releasees”) Released Parties by reason of facts any matter, cause or omissions which have occurred on or prior thing whatsoever arising from the beginning of time to the date that Executive signs time ▇▇. ▇▇▇▇▇▇ executes this Release Agreement and General Release, including, but not limited to: a. any and all claims relating in any way to ▇▇. ▇▇▇▇▇▇’▇ employment relationship with the Company or any of the Releasees, or the termination of ▇▇. ▇▇▇▇▇▇’▇ employment relationship with the Company or any of the Releasees; including, but not limited to, any claims for salary, bonuses, severance pay, or vacation pay, any alleged violation of the National Labor Relations Act (the Employment ClaimsNLRA”), including, without limitation, any complaint, charge or cause claims for discrimination of action arising any kind under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on ”) as amended by the basis of ageOlder Workers Benefit Protection Act (“OWBPA”), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and 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 1964 (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 equity award agreement, including without limitation any obligation under Section 4(dTitle VII”), (e) or (g) Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”)(except for vested benefits which are not affected by this agreement), the Americans With Disabilities Act of 1990, as amended (“ADA”), the Fair Labor Standards Act (“FLSA”), the Occupational Safety and Health Act (“OSHA”), the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Federal Family and Medical Leave Act (“FMLA”), the Federal Worker Adjustment Retraining Notification Act (“WARN”), the Uniformed Services Employment Agreement and Reemployment Rights Act (as applicable“USERRA”); or (ii) any claims or rights to indemnification that he may have under and b. the certificate New Jersey Equal Pay Law; Law Against Discrimination; Occupational Safety and Health Laws; Conscientious Employee Protection Act; Tobacco Use Discrimination Law; Family Leave Act; Wage and Hour Laws; “Workers’ Compensation: Retaliation” provision; Worker Adjustment Retraining Notification provision; “Political Activities of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyEmployees” provision; or (iii) any claims to vested benefits.“Lie Detector Tests” provision;

Appears in 1 contract

Sources: Termination and Release Agreement (Wyndham Worldwide Corp)

Release of Claims. (a) In partial consideration of for, among other terms, the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., a Vermont corporation (the “Company”)Supplemental Consideration, to which Executive agrees Executive is you acknowledge you would otherwise not entitled until and unless he executes this Releasebe entitled, Executiveyou, for and on behalf of himself yourself and his heirs your heirs, executors, representatives, agents, insurers, administrators, successors 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 affiliates and their respective shareholders, subsidiaries, successors, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees or agents assigns (collectively, the “Releasors”) voluntarily and irrevocably release and forever discharge the Company, 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 each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) by reason generally from all claims, demands, debts, damages and liabilities of facts every name and nature, known or omissions which have occurred on or prior to unknown (“Claims”) that, as of the Separation Date and the date that Executive signs when you sign this Release (Agreement, you and the “Employment Claims”)other Releasors have, includingever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any complaint, charge all Claims: relating to your employment by the Company and the termination of your employment; of wrongful discharge or cause violation of action arising public policy; of breach of contract; of defamation or other torts; of retaliation or discrimination under federal, state or local law, including without limitation: (i) any and all Claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and 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 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the federal Age Discrimination in Employment Act (ADEA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (▇▇▇▇), the Immigration Reform and Control Act (IRCA), the California Fair Employment and Housing Act (FEHA), the California Labor Code, 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 the omission of any specific statute or law shall not limit the scope of this general release in any manner; (ii) any and all Claims arising under tort, contract, and quasi-contract law, including 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; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PharmD May 15, 2023 (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, liquidated damages, and penalties. However, this general release and waiver of claims shall not affect and you do not waive, release or discharge (A) your vested rights under the Company’s Section 401(k) plan or your rights under this Agreement, (B) any rights that cannot be waived as a matter of law, such as your rights to benefits and Claims under state workers' compensation or unemployment compensation laws, (C) 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 Civil Rights Department, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws pertaining related to employment, including against the Company (with the understanding that any such filing or participation does not give you the right to recover any monetary damages against the Company; your release of claims herein bars you from recovering such monetary relief from the Company), (D) Claims for indemnity under the bylaws of the Company or your indemnification agreement with the Company, (E) any Claims for coverage under any Company D&O insurance policy, and (F) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney's fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that 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. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PharmD May 15, 2023 (c) You acknowledge that you are waiving and releasing any rights you may have under 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended, and all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing that this Release, Executive acknowledges that he intends to waive waiver and release is knowing and voluntary. You agree that this waiver and release does not apply to any rights known or unknown claims that he may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. You further acknowledge that you 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 includebeen advised by this writing that: (i) any claims or causes of action arising under or related you should consult with an attorney prior 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable)executing this Agreement; or (ii) any claims or rights you have forty-five (45) days within which to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policyconsider this Agreement; or (iii) you have seven (7) days following your execution of this Agreement to revoke this Agreement (the “Revocation Period”); (iv) this Agreement shall not be effective until after the revocation period has expired; and (v) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any claims condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. You further acknowledge that at the time you were first provided this Agreement to vested benefitsconsider, you were also provided with the attached document entitled “Information Concerning Reduction in Force” attached as Exhibit C to this Agreement. In the event you sign this Agreement and return it to the Company in less than the 45-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. The parties agree that changes, material or immaterial, do not restart the running of the 45-day period. You understand that revocation must be accomplished by a written notification to the person identified in Section 8(j) of this Agreement that is received prior to the Effective Date. (d) 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 against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. You agree both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, 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: Separation Agreement and General Release of Claims (Pardes Biosciences, Inc.)

Release of Claims. In partial consideration of the payments and benefits described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________I, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 myself and his heirs my descendants, dependents, heirs, executors, administrators, assigns and assignssuccessors, subject to the last sentence and each of this Section 1them, hereby waives fully and releases any employmentforever release the Company, 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 affiliates and their respective shareholdersdivisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their assignees, successors, assigns, trustees, directors, officers, limited and general stockholders, partners, managersrepresentatives, joint venturersattorneys, membersagents or employees, employees past or agents present, or any of them (individually and collectively, “Releasees”), from, and agree not to sue concerning, or in any manner institute, prosecute or pursue, or cause to be instituted, prosecuted, or pursued, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that I or they may possess against any of the Releasees arising from any acts or omissions that have occurred up until and including the date and time that I sign this Supplemental Release Agreement (collectively, the Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), including, without limitation, (a) any complaint, charge and all Claims relating to or cause arising from my employment relationship with the Company and the termination of action arising under that relationship; (b) any and all Claims for violation of any federal, state or local laws pertaining to employmentmunicipal law, including constitution, regulation, ordinance or common law, including, but not limited to, 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, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, 1967; Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the federal Family Medical Leave Act; the Florida Civil Rights Act (FCRA), all as amended, the Florida Whistleblower Protection Act (FWA); the Florida Workers’ Compensation Law Retaliation Act (FWCA); the Florida Wage Discrimination Law; the Florida Minimum Wage Act; the Florida Equal Pay Law; the Florida AIDS Act; the Florida Discrimination on the Basis of Sickle Cell Trait Law; Florida OSHA; the Florida Constitution; the Florida Fair Housing Act (FHA); and all amendments to each such law; (c) any and all Claims for any wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; personal injury; invasion of privacy; false imprisonment; and conversion; (d) any and all Claims for wages, benefits, severance, vacation, bonuses, commissions, equity, expense reimbursements, or 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 equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) any and all Claims for attorneys’ fees, costs and/or penalties; provided, however, that the foregoing release does not apply to any obligation of the Employment Agreement Company to me pursuant to any of the following: (as applicable)1) my rights under the Separation Agreement; or (ii2) any claims or rights right to indemnification that he I may have pursuant to the Company’s bylaws or its corporate charter (or any corresponding provision of any subsidiary or affiliate of the Company), or under any indemnification agreement with the certificate of incorporationCompany, with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the by-laws extent otherwise provided) that I may in the future incur with respect to any service as an employee, officer or equivalent governing documents director of the Company or any of its subsidiaries or affiliates, the laws of the State of Vermont or any other state of which any subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or ; (3) with respect to any rights that I may have to insurance coverage for such losses, damages or expenses under any directors’ Company (or subsidiary or affiliate) directors and officers’ personal officers liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.;

Appears in 1 contract

Sources: Separation and General Release Agreement (Semtech Corp)

Release of Claims. In partial You hereby agree and acknowledge that by signing this Agreement, and for other good and valuable consideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the payments Company1 whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. Your waiver and benefits described in Section 4 release herein is intended to bar any form of the Amended and Restated Employment Agreement legal claim, charge, complaint or any other form of action (the jointly referred to as Employment AgreementClaims”) effective as of __________________, by and between [______] (“Executive”) and ▇▇▇▇▇ Hockey, Inc., 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 affiliates and their respective shareholdersseeking any form of relief including, subsidiarieswithout limitation, successorsequitable relief (whether declaratory, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers, members, employees injunctive or agents (collectivelyotherwise), the “Releasees”recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) by reason of facts against the Company, for any alleged action, inaction or omissions which have occurred on circumstance existing or prior arising through the Separation Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the date that Executive signs this Release (Company or the “Employment Claims”)termination thereof, including, without limitation, : (a) Claims under any complaint, charge or cause of action arising under federallocal, state or local laws pertaining to employmentfederal discrimination, including 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 harassment based upon any protected status including, without limitation, race, religion, 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 of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Older Workers Benefit Protection Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 19901866 and 1871, Title VII of the Civil Rights Act of 1964, all the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Alabama Age Discrimination Act, the Alabama Whistleblower Protection Law and any similar Alabama or other state statute or local law; (b) Claims under any other state, federal or local employment related statute, regulation or executive order (as amendedthey may have been amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and any similar Alabama or other state statute or local law; (c) Claims under any state, federal, local or common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery; and (d) Any other Claim arising under state, federal or local law. 1 For the purposes of this section, the parties agree that the term “Company” shall include Emageon Inc.., its divisions, affiliates, parents and subsidiaries, and all other federalits and their respective officers, state directors, shareholders, owners, employees, attorneys, agents and local laws assigns. You explicitly acknowledge that because you are over forty (40) years of age, you have specific rights under the ADEA, which prohibits discrimination on the basis of age, and regulations relating that the releases set forth in this section are intended to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown right that he you may have to file a claim against the Releasees under these and any other laws relating to employment, compensation or related benefitsCompany alleging discrimination on the basis of age. Notwithstanding the foregoing, Executive this section does not release, discharge or waive, and the term “Employment Claims” shall not includenot: (ix) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill release the Company from any obligation owed to Executive on or after the date hereof under the Employment expressly set forth in this Agreement or the terms of Merger Agreement or from any equity award agreementobligation, including without limitation obligations under the Workers Compensation laws, which as a matter of law cannot be released; (y) prohibit you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); (z) prohibit you from participating in an investigation or proceeding by the EEOC or any obligation under Section 4(d)comparable state or local agency. Your waiver and release, (e) however, are intended to be a complete bar to any recovery or (g) personal benefit by or to you with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. In the event that you successfully challenge the validity of the Employment Agreement (as applicable); or (ii) any claims or rights release with respect to indemnification that he may have under the certificate of incorporationADEA, the by-laws Company or equivalent governing documents any affected party sought to be released hereunder may seek recovery from you of all amounts paid and the cost of any benefits provided pursuant to this Agreement. Nothing in this Agreement, however, shall limit the right of the Company or its subsidiaries or affiliates, any affected party sought to be released hereunder to seek immediate dismissal of a charge on the laws basis that your signing of this Agreement constitutes a full release of any rights you might otherwise have to pursue the charge. As of the State Separation Date, Emageon hereby releases all claims of Vermont whatever nature that it may have against Employee which arise out of or are in any other state of which any subsidiary manner based upon or affiliate is a domiciliaryrelated to the employment relationship between Employee and Emageon, or any indemnification agreement between Executive and the Company, conclusion of that relationship. This waiver and release does not affect those rights or any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefitswhich arise after its execution.

Appears in 1 contract

Sources: Severance Agreement (Emageon Inc)