Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.
Appears in 4 contracts
Sources: Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.)
Release of Claims. I voluntarily (a) In exchange for the Separation Benefits, and in consideration of the further agreements and promises set forth herein, Executive agrees unconditionally and forever to release and forever discharge the BankEmployer Parties, its affiliated and related entitiesincluding, its predecessorswithout limitation, successors and assigns, its employee benefit plans and fiduciaries any of such plans, and the Employer Parties respective current and former officers, directors, shareholdersmembers, managers, employees, attorneysrepresentatives, accountants attorneys and agents of any and agents, as well as all of the foregoing their predecessors, parents, subsidiaries, affiliates, successors in their official interest and personal capacities assigns (collectively referred to as collectively, the “Releasees”) generally from any and all claims, actions, causes of action, demands, debtsrights, or damages and liabilities of every name and natureany kind or nature which Executive may now have, or ever have, whether known or unknown (“Claims”) thatunknown, as including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or termination from employment with any Employer Parties on or before the date when I sign Executive signs this Release, I have, ever had, now claim Agreement.
(b) This release specifically includes any and all claims relating to have or ever claimed to have had against arising from Executive’s employment with any or all of the Releasees. This includes, without limitationEmployer Parties, the release terms and conditions of all Claims: • relating to my employment by the Bank that employment, and the termination of my employmentthat employment relationship, without limitation: any and all claims for fraud; • of wrongful discharge; • of breach of contract; • breach of retaliation implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; wrongful termination; retaliation; wrongful demotion; discrimination under or harassment on any basis protected by federal, state or local law (including, without limitationbut not limited to race, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actcolor, Claims of disability discrimination or retaliation under the Americans with Disabilities Actsex, Claims of discrimination or retaliation gender identity, national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Acts of 1866, 1870 and Claims of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Family and Medical Leave Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the Genetic Information Nondiscrimination Act, Section 1981 of Title 42 of the United States Code, the Rehabilitation Act of 1973, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Texas Payday Act, Chapter 21 of the Texas Labor Code, and all other federal, state, or local statutes, ordinances and laws; violation of any safety and health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to the date of execution of this release (“Released Claims”). The Released Claims, however, shall not include any claims, rights or benefits arising under this Agreement, for vested benefits under the applicable employee benefit plans maintained by the REITs in accordance with the terms and conditions of such plans, or any claims for indemnification (including advancement of expenses) arising under any written indemnification agreement between the REITs and Executive (including, but not limited to, (i) that certain Indemnification Agreement, dated as of March 15, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), my continuing (ii) that certain Indemnification Agreement, dated as of February 6, 2020, between NREF and Executive (the “NREF Indemnification Agreement”) and (iii) that certain Indemnification Agreement, dated as of July 1, 2023, between NXDT and Executive (the “NXDT Indemnification Agreement” and, together with the NXRT Indemnification Agreement and the NREF Indemnification Agreement, the “Indemnification Agreements”)) or pursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
(c) Executive further understands, acknowledges, and agrees to waive Executive’s rights under any other statute or regulation, state or federal, that provides that a general release does not extend to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement and Release, which if known to Executive must have materially affected Executive’s settlement with the Employer Parties.
(including d) The Employer Parties, on behalf of themselves and the Releasees, agree to unconditionally and forever release and discharge Executive from any and all claims, actions, causes of action, demands, right to payment or damages of any bonus for kind or nature which an award has been determined but has not been paid during the term they may now have, or ever had, whether known or unknown, arising out of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way related to my Executive’s employment with or termination from employment on or before the Bank date Executive signs this Agreement.
(e) The parties intend this mutual release to be a full and comprehensive general release waiving and releasing all claims, demands, and causes of action, known or its terminationunknown, to the fullest extent permitted by law except as otherwise expressly provided herein. I agree that I Nothing in this Agreement is intended to nor shall it be interpreted to release any claim which, by law, may not be released. This Agreement is not intended to and does not affect any rights or claims arising after the date this Agreement is executed by Executive. Further, this Agreement shall not seek limit or accept damages of prohibit any nature, other equitable party’s ability to bring a claim to enforce this Agreement nor shall it waive or legal remedies for my own benefit, attorneylimit Executive’s fees, or costs from any of the Releasees right to indemnification (including with respect to any Claim released by this Release. I represent that I have not assigned right to receive advancement of expenses and to be held harmless) pursuant to any third party applicable directors and I have officers liability insurance coverage, any written indemnification agreement between any of the Employer Parties and Executive (including, but not filed with any agency limited to, the Indemnification Agreements) or court any Claim released by this Releasepursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
Appears in 4 contracts
Sources: Separation Agreement (Nexpoint Diversified Real Estate Trust), Separation Agreement (Vinebrook Homes Trust, Inc.), Separation Agreement (NexPoint Real Estate Finance, Inc.)
Release of Claims. I voluntarily (a) You hereby release and forever discharge the Bank, Company and each of its affiliated past and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former present officers, directors, shareholders, employees, attorneysagents, accountants advisors, consultants, successors and agents of assigns from any and all claims and liabilities of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any nature by you including, but not limited to, all claimsactions, demandscauses of actions, suits, debts, damages sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and liabilities of every name and naturedemands whatsoever, known or unknown unknown, at law or in equity, by contract (“Claims”) thatexpress or implied), as of the date when I sign this Releasetort, I pursuant to statute, or otherwise, that you now have, ever had, now claim to have or ever claimed to have had against or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or all thing of any kind or nature occurring prior to or on the effective date of this Release. Without limiting the generality of the Releasees. This includesabove, without limitationyou specifically release and discharge any and all claims and causes of action arising, directly or indirectly, from your employment at the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalCompany, state or local law (including, without limitation, Claims of age discrimination or retaliation arising under the Age Discrimination in Employment ActEmployee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plan(s) of the Company), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Age Discrimination in Employment Act of any form of discrimination or retaliation that is prohibited by 1967, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesEqual Pay Act, bonusesthe Rehabilitation Act, incentive compensationthe Americans With Disabilities Act, vacation pay or any other compensation law, statute, ordinance, rule, regulation, decision or benefitsorder pertaining to employment or pertaining to discrimination on the basis of age, either under the Massachusetts Wage Actalienage, M.G.L. c. 149race, §§ 148color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-150C, or otherwise; and • for damages or other remedies work activities. Payment of any sortamounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, includingits 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, without limitationwhich provides 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, compensatory damageswhich if known by him or her must have materially affected his settlement with the debtor.” In that regard, punitive damages, injunctive relief you hereby waive and attorney’s fees; provided, however, relinquish all rights and benefits that this release shall not affect my rights you have or may have under Section 1542 of the Bank’s Section 401(k) plan, California Civil Code or any similar provision of the statutory or non-statutory law of any other “employee benefit plan” as defined in Section 3(3) of jurisdiction to the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing full extent that you may lawfully waive all such rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsbenefits. In additionconnection with such waiver and relinquishment, nothing 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 this release shall affect my rights arising addition to or different from any relationship those that I may have with the Bank you now know or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights believe to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees 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 Claim released such additional or different claims or facts by this Release. I represent that I have not assigned to you, your attorneys or any third party and I have not filed with any agency or court any Claim released by this Releaseother person.
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. a. I voluntarily unconditionally and irrevocably release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current all of its past and former present officers, directors, shareholdersemployees, employeesagents, representatives, assigns, attorneys, accountants insurers, subsidiaries, affiliates, predecessors, benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and agents agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Paragraph (hereinafter the “Released Parties”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown claims, charges, promises, actions, or similar rights that I presently may have (“Claims”), including but not limited to, those relating in any way to my employment, or to my separation from employment with the Company as described in Paragraph 1 above, except for any rights and claims expressly specified in Paragraph 2.b and the payment(s) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releaseesand benefits described in Paragraph 6. This includes, without limitation, the includes a release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation any rights or discrimination under federalclaims, state or local law (includingif any, without limitation, Claims of age discrimination or retaliation that I may have under the Age Discrimination in Employment ActAct (“ADEA”), Claims of disability as amended, which prohibits age discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under in employment; Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited 1964, as amended by the Massachusetts General Laws Chapter 151B)Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; • under any other federal the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991, which requires equality in contractual relations without regard to race or state statutenational origin; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990, §§ 148-150Cas amended, or otherwisewhich prohibits discrimination against qualified individuals with disabilities; and • for damages or other remedies the Rehabilitation Act of any sort1973, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feeswhich prohibits discrimination against the handicapped; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Fair Labor Standards Act; the Family and Medical Leave Act; Executive Order 11246; the Genetic Information Nondiscrimination Act; the Federal Employers’ Liability Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; or any other federal, 29 U.S.C. § 1002(3), my continuing state or local laws or regulations prohibiting employment discrimination. This also includes a release of any rights or claims I may have under the Agreement (including the right to payment Worker Adjustment and Retraining Notification Act, its equivalent under state law, or any similar law that requires, among other things, that advance notice be given of certain workforce reductions. This also includes a release of any bonus rights or claims I may have for wrongful discharge; breach of contract, whether express or implied; termination of employment in violation of any public policy; any other tort or contract claim; any claim for labor protection, whether under conditions imposed by the Surface Transportation Board, its predecessor, or any labor agreement; any claim under any workers’ compensation law or any other claim for personal injury; and any other claim for relief of any nature.
b. This Agreement does not prohibit the following rights or claims: (1) claims that first arise after I sign the Agreement or which an award has been determined but has not been paid during arise out of or in connection with the term interpretation or enforcement of employment)the Agreement itself; (2) my rights, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of protections and claims for indemnification or defense for claims against me based on my status and conduct as an a former officer of the Bank Company under the Articles and Bylaws of the Company, pursuant to applicable state law, and my rights, protections and claims under any applicable Company insurance policypolicies covering the indemnification of officers or employees of the Company in connection with their employment or duties with the Company; (3) my right to file a charge or complaint with the EEOC or similar federal or state agency, contractsor my ability to participate in any investigation or proceeding conducted by such agency, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship except I agree and understand that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall will not seek or accept any personal relief including, but not limited to, an award of monetary damages or reinstatement to employment, in connection with such a charge or claims; and (4) any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any claim covered by this Agreement cannot be waived as a matter of law, I expressly agree that the Agreement will nevertheless remain valid and fully enforceable as to the remaining released claims. Nothing in this Agreement is intended to prohibit or interfere with my right to participate as a complainant or witness in a governmental agency investigation (including any activities protected under the whistleblower provisions of any natureapplicable laws or regulations), other equitable during which communications can be made without authorization by or legal remedies for notification to the company. I am waiving, however, my own benefit, attorney’s fees, or costs from any of the Releasees with respect right to any Claim monetary recovery or relief should the EEOC, U.S. Department of Labor or similar federal or state agency pursue any claims on your behalf that are purportedly released by this ReleaseAgreement. For the avoidance of doubt, nothing herein prevents me from receiving any whistleblower award.
c. By signing this Agreement, I represent understand that as part of the Agreement above, I voluntarily and knowingly waive any and all of my rights or claims under the federal Age Discrimination in Employment Act of 1967 (ADEA), as amended, that may have existed prior to the date I sign the Agreement. However, I am not assigned to waiving any third party and future rights or claims under the ADEA or Title VII of the Civil Rights Act for actions arising after the date I have not filed with any agency or court any Claim released by sign this ReleaseAgreement.
Appears in 4 contracts
Sources: Employment Separation Agreement, Employment Separation Agreement (CSX Corp), Employment Separation Agreement (CSX Corp)
Release of Claims. I voluntarily release In exchange for the payment/benefits to Employee of the consideration detailed in this Agreement, Employee, for and forever discharge the Bankon behalf of Employee and Employee’s heirs, its affiliated and related entitiesadministrators, its predecessorsexecutors, successors and assigns, does hereby fully, forever, irrevocably and unconditionally release and discharge NSM, including its employee benefit plans past and fiduciaries of such plans, and the current and former present officers, directors, shareholderspartners, members, parents, subsidiaries, divisions, affiliates, agents, employees, shareholders, representatives, attorneys, accountants and agents of any successors, assigns, and all of the foregoing persons acting by, through, under, or in their official and personal capacities concert with them (hereinafter collectively referred to as "Releasees"), for anything that has occurred up to the “Releasees”) generally date of execution of this Agreement, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement of any employment or benefit plan or contract. This includes all claims, demands, debtsrights, damages liabilities, and liabilities causes of action of every name nature and naturedescription whatsoever, whether known or unknown (“Claims”) thatunknown, as of the date when I sign this Releasewhether in tort, I havecontract, ever hadstatute, now claim to have rule, ordinance, order, regulation, or ever claimed to have had against any or all of the Releasees. This includesotherwise, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims arising under or based upon Title VII of age discrimination or retaliation under the Civil Rights Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under ; the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of as amended; the Civil Rights Act of 1964 Family and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Medical Leave Act, M.G.L. c. 149as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, §§ 148-150Cas amended; the Equal Pay Act, or otherwiseas amended; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement as amended (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any Claim State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state constitutions; any and all claims pursuant to federal, state or local statute or ordinance; any and all claims pursuant to contract, quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or whether developed or undeveloped, up through the date of Employee’s execution of this Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this ReleaseAgreement. I represent that I have not assigned Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any third party investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and I have not filed Safety Administration, Securities and Exchange Commission, the Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with any agency charges filed by Employee or court by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any Claim released by this Releasecollective or class action under the Fair Labor Standards Act or similar or state or local law, and Employee agrees to opt-out of any such collective or class action against NSM, to which Employee may be or become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the SEC pursuant to Section 21F of the Exchange Act.
Appears in 4 contracts
Sources: Severance Agreement (Nationstar Mortgage Holdings Inc.), Severance Agreement (Nationstar Mortgage Holdings Inc.), Severance Agreement (Nationstar Mortgage Holdings Inc.)
Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current benefits and former other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includes, general release is to the maximum extent permitted by law and includes (without limitation, ) the release following: (A) all claims arising out of all Claims: • relating or in any way related to my your employment by with the Bank and Company or the termination of my that employment; • of wrongful discharge(B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (E) all federal, state or state, and local law statutory claims, including (including, without limitation) claims for discrimination, Claims of age discrimination harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights under or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (including without limitation) the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus state or local fair employment practices agency and the right for which an award has been determined but has not been paid during the term of employment)vested retirement benefits pursuant to any Company benefit plan. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.
Appears in 4 contracts
Sources: Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc)
Release of Claims. I voluntarily release In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and forever discharge discharges and covenants not to s▇▇ N▇▇▇▇▇ Corporation (the Bank“Company”), its subsidiaries, parents, or affiliated corporations, past and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planspresent, and the current each of them, as well as each of its and former officerstheir assignees, successors, directors, shareholdersofficers, employeesstockholders, partners, representatives, insurers, attorneys, accountants agents or employees, past or present, or any of them (individually and agents of collectively, “Releasees”), from and with respect to any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsagreements, debtsobligations, damages demands and liabilities causes of every name and natureaction, known or unknown (“Claims”) thatunknown, as suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date when I sign of this Releaserelease, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitationlimiting the generality of the foregoing, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any claim under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesAmericans with Disabilities Act, bonuses, incentive compensation, vacation pay or any other compensation federal, state or benefitslocal law, either regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under the Massachusetts Wage Actapplicable state or federal law, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, (2) rights Executive may have to indemnification (including, without limitation, compensatory damagesunder the Executive’s indemnification agreement with the Company, punitive damagesthe Company’s by-laws, injunctive relief the Company’s D&O insurance and attorneyotherwise), (3) vested rights or benefits under Executive’s fees; provided401k or other plans, howeveror (4) Executive’s workers’ compensation rights and, provided further, that nothing in this release Agreement shall not affect my rights under prevent Executive from filing, cooperating with, or participating in any proceeding before the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) Equal Employment Opportunity Commission or Department of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsLabor. In addition, nothing in this release shall affect my rights arising prevent Executive from any relationship that I may have with the Bank challenging its validity in a legal or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseadministrative proceeding.
Appears in 4 contracts
Sources: Executive Employment Arrangement (Nikola Corp), Executive Employment Arrangement (Nikola Corp), Executive Employment Arrangement (Nikola Corp)
Release of Claims. By signing and returning this Agreement to the Company, I voluntarily hereby generally and completely settle, release and forever discharge any and all claims of every type, known or unknown, which I have or may have against the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current and former officersits board members, shareholders, directors, shareholdersofficers, employees, attorneys, accountants employees and agents of any and all of the foregoing in their official and personal capacities representatives (collectively referred to as the “Releasees”) generally from all claims), demands, debts, damages and liabilities of every name and nature, whether known or unknown (“Claims”) thatunknown, as that arise out of or are in any way related to events, acts, conduct, or omissions of the Releasees occurring prior to or on the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This is a general release of all claims and includes, without limitation, the release of all Claims: • relating claims related to my employment by with the Bank and Company or the termination of my that employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination , and all claims arising under federalany Federal, state State, or local law (laws or regulations pertaining to employment, including, without limitationbut not limited to claims under the Americans with Disabilities Act of 1990, Claims the Family and Medical Leave Act of age discrimination or retaliation under 1993, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Fair Labor Standards Act, Title VIII of the Civil Rights Act of 1964, Sections 503 and 504 of the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967, as amended, the California Government Code, the California Fair Employment and Housing Act, Claims of disability discrimination or retaliation under California Pregnancy Disability Law, the Americans with Disabilities California Family Rights Act, Claims the California Labor Code, including but not limited to California Labor Code section 132a, any amendments to any of discrimination these statutes, and any other federal, state, or retaliation under local statute, ordinance, regulation, or common law, regardless of whether such claim be based on an action filed by me or by a governmental agency. I understand and acknowledge that Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages1964, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, 29 U.S.C. § 1002(3)Sections 503 and 504 of the Rehabilitation Act of 1973, my continuing rights under the Agreement (including Age Discrimination in Employment Act of 1967, as amended, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, as well as any amendments to any of these statues, and common law, provide the right to payment an individual to bring charges, claims, or complaints against their employer or their former employer if the individual believes they have been discriminated against or harassed, including but not limited to, discrimination or harassment on the basis of pregnancy, race, ancestry, color, religion, sex, marital status, national origin, age, physical or mental disability, or medical condition. With full understanding of the rights afforded me under these laws, and to the fullest extent permitted by law, agree not to file against Releasees any charges, complaints against Releasees for any alleged violation(s) of any bonus for which an award has been determined but has not been paid during of these acts, statutes, regulations, or the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing regarding events that have occurred in this release shall affect my rights arising from any relationship that I may have connection with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank Company. Waiver of Notice Requirements under State and Federal WARN Act. By signing and returning this Agreement to the Company and in further consideration of receipt of my Separation Package, I agree and understand that I am waiving my right to bring any and all claims which I have or its terminationmay have relating to the minimum advanced notice requirements as set forth under the Federal or State WARN Act. I also understand and agree that I shall not seek or accept damages am waiving my right to receive pay in lieu of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of notice under the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseWARN Act.
Appears in 4 contracts
Sources: Separation and Release Agreement (Jack in the Box Inc /New/), Separation and Release Agreement (Jack in the Box Inc /New/), Separation and Release Agreement (Jack in the Box Inc /New/)
Release of Claims. I voluntarily In consideration of the Severance Payments, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with for post-termination rights or benefits under my Employment Agreement and any claim for indemnification from the Bank Company under my Employment Agreement or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.
Appears in 3 contracts
Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)
Release of Claims. I voluntarily In consideration of the Severance Benefit, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with the Bank for post-termination rights or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to benefits under my employment with agreement and any claim for indemnification from the Bank Company under my employment agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.
Appears in 3 contracts
Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)
Release of Claims. I You voluntarily and irrevocably release and forever discharge the BankCompany, its each related or affiliated and related entitiesentity, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the predecessors, successors, and assigns of each of them, and each of their respective current and former officers, directors, shareholders, employees, attorneys, accountants and agents of (any and all of the foregoing in their official and personal capacities (collectively which are referred to as the “Releasees”) generally from all charges, complaints, claims, demandspromises, debtsagreements, damages causes of action, damages, and liabilities of every name and naturedebts that relate in any manner to your employment with or services for the Company, known or unknown (“Claims”) that), as of the date when I sign this Releasewhich you have, I claim to have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesReleasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the release of all Claims: • relating compensation provided to my employment you by the Bank Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the termination Company, or your activities on behalf of my employment; • the Company, including, without implication of limitation, any Claims of wrongful discharge; • of , breach of contract; • , breach of retaliation an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under federal, state the common law or local law any statute or constitutional provision (including, without implication of limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Employee Retirement Income Security Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and Claims Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws); • under . You also waive any other federal or state statute; • of defamation or other torts; • of violation of public policy; • Claim for wagesreinstatement, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitseverance pay, attorney’s fees, or costs from any of the Releasees with respect to costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Employment Agreement, any equity award/grant agreements (of whatever name or kind), and any shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released by this Releaseas a matter of law. I You represent that I you have not assigned to any third party and I you have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 3 contracts
Sources: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)
Release of Claims. I voluntarily (a) In exchange for the Separation Benefits, and in consideration of the further agreements and promises set forth herein, Executive agrees unconditionally and forever to release and forever discharge the BankEmployer Parties, its affiliated and related entitiesincluding, its predecessorswithout limitation, successors and assigns, its employee benefit plans and fiduciaries any of such plans, and the Employer Parties respective current and former officers, directors, shareholdersmembers, managers, employees, attorneysrepresentatives, accountants attorneys and agents of any and agents, as well as all of the foregoing their predecessors, parents, subsidiaries, affiliates, successors in their official interest and personal capacities assigns (collectively referred to as collectively, the “Releasees”) generally from any and all claims, actions, causes of action, demands, debtsrights, or damages and liabilities of every name and natureany kind or nature which Executive may now have, or ever have, whether known or unknown (“Claims”) thatunknown, as including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or termination from employment with any Employer Parties on or before the date when I sign Executive signs this Release, I have, ever had, now claim Agreement.
(b) This release specifically includes any and all claims relating to have or ever claimed to have had against arising from Executive’s employment with any or all of the Releasees. This includes, without limitationEmployer Parties, the release terms and conditions of all Claims: • relating to my employment by the Bank that employment, and the termination of my employmentthat employment relationship, without limitation: any and all claims for fraud; • of wrongful discharge; • of breach of contract; • breach of retaliation implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; wrongful termination; retaliation; wrongful demotion; discrimination under or harassment on any basis protected by federal, state or local law (including, without limitationbut not limited to race, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actcolor, Claims of disability discrimination or retaliation under the Americans with Disabilities Actsex, Claims of discrimination or retaliation gender identity, national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Acts of 1866, 1870 and Claims of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Family and Medical Leave Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the Genetic Information Nondiscrimination Act, Section 1981 of Title 42 of the United States Code, the Rehabilitation Act of 1973, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Texas Payday Act, Chapter 21 of the Texas Labor Code, and all other federal, state, or local statutes, ordinances and laws; violation of any safety and health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to the date of execution of this release (“Released Claims”). The Released Claims, however, shall not include any claims, rights or benefits arising under this Agreement, for vested benefits under the applicable employee benefit plans maintained by the REITs in accordance with the terms and conditions of such plans, or any claims for indemnification (including advancement of expenses) arising under any written indemnification agreement between the REITs and Executive (including, but not limited to, (i) that certain Indemnification Agreement, dated as of March 18, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), my continuing (ii) that certain Indemnification Agreement, dated as of February 6, 2020, between NREF and Executive (the “NREF Indemnification Agreement”), (iii) that certain Indemnification Agreement, dated as of July 1, 2022, between NXDT and Executive (the “NXDT Indemnification Agreement”), (iv) that certain Indemnification Agreement, dated as of November 1, 2018, between VB and Executive (the “VB Indemnification Agreement”), (v) that certain Indemnification Agreement, dated June 8, 2022, between NXHT and Executive (the “NXHT Indemnification Agreement”) and (vi) that certain Indemnification Agreement, dated March 27, 2019, between NHT and Executive (the “NHT Indemnification Agreement”) and, together with the NXRT Indemnification Agreement, the NREF Indemnification Agreement, the NXDT Indemnification Agreement, the VB Indemnification Agreement, the NXHT Indemnification Agreement, and the NSP Indemnification Agreement (the “Indemnification Agreements”)) or pursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
(c) Executive further understands, acknowledges, and agrees to waive Executive’s rights under any other statute or regulation, state or federal, that provides that a general release does not extend to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement and Release, which if known to Executive must have materially affected Executive’s settlement with the Employer Parties.
(including d) The Employer Parties, on behalf of themselves and the Releasees, agree to unconditionally and forever release and discharge Executive from any and all claims, actions, causes of action, demands, right to payment or damages of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right kind or nature (other than those relating to earned but unpaid wages, including vacation pay, statutory Executive’s service as a director or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer trustee of the Bank under any applicable insurance policyAdviser or REITs) which they may now have, contractsor ever had, governing documents whether known or bylaws. In additionunknown, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank out of or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way related to my Executive’s employment with or termination from employment on or before the Bank date Executive signs this Agreement.
(e) The parties intend this mutual release to be a full and comprehensive general release waiving and releasing all claims, demands, and causes of action, known or its terminationunknown, to the fullest extent permitted by law except as otherwise expressly provided herein. I agree that I Nothing in this Agreement is intended to nor shall it be interpreted to release any claim which, by law, may not be released. This Agreement is not intended to and does not affect any rights or claims arising after the date this Agreement is executed by Executive. Further, this Agreement shall not seek limit or accept damages of prohibit any nature, other equitable party’s ability to bring a claim to enforce this Agreement nor shall it waive or legal remedies for my own benefit, attorneylimit Executive’s fees, or costs from any of the Releasees right to indemnification (including with respect to any Claim released by this Release. I represent that I have not assigned right to receive advancement of expenses and to be held harmless) pursuant to any third party applicable directors and I have officers liability insurance coverage, any written indemnification agreement between any of the Employer Parties and Executive (including, but not filed with any agency limited to, the Indemnification Agreements) or court any Claim released by this Releasepursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
Appears in 3 contracts
Sources: Separation Agreement (NexPoint Real Estate Finance, Inc.), Separation Agreement (NexPoint Residential Trust, Inc.), Separation Agreement (Nexpoint Diversified Real Estate Trust)
Release of Claims. I voluntarily Except as otherwise set forth in this Agreement, in exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company and forever discharge the Bankits parents, subsidiaries, successors, predecessors and affiliates, and its affiliated and related entitiestheir directors, its predecessorsofficers, successors employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims arising under or based on the Employment Agreement); • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the above, you do not release the Company from any obligation to indemnify you pursuant to contract, the Company’s articles or by-laws, or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.
Appears in 3 contracts
Sources: Separation Agreement (Vaxgen Inc), Transition and Separation Agreement (Vaxgen Inc), Separation Agreement (Vaxgen Inc)
Release of Claims. I voluntarily release In exchange for the consideration under this Separation Agreement to which you would not otherwise be entitled, including but not limited to the severance benefits, and except as otherwise provided in this Separation Agreement, you hereby generally and completely release, acquit and forever discharge the BankCompany, and its parent, subsidiary, or affiliated and related entities, along with its predecessors, and their predecessors and successors and assignstheir respective directors, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants insurers, affiliates and agents assigns (collectively, the “Released Parties”), of and from any and all of claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the foregoing in their official and personal capacities date that you sign this Separation Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include, but are not limited to: (a) thatall claims arising out of or in any way related to your employment with the Company, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (A) any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I you may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from under any of the Releasees with respect Company’s D&O or other insurance policies, as applicable or the charter or bylaws of the Company; (B) any rights or claims you have to unemployment compensation, funds accrued in your 401(k) account or any Claim released vested equity incentives; (C) any rights that are not waivable as a matter of law; or (D) any claims arising from the breach by the Company of the Separation Agreement to which this ReleaseRelease is attached. I You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that I have are not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseincluded in the Released Claims.
Appears in 2 contracts
Sources: Separation Agreement (Ambit Biosciences Corp), Separation Agreement (Ambit Biosciences Corp)
Release of Claims. I voluntarily release and forever discharge the BankEmployer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersstockholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • ● relating to my employment by the Bank Employer and/or any affiliate of the Employer and the termination of my employment; • ● of wrongful discharge; • ● of breach of contract; • ● of retaliation or discrimination under federal, state or local law (including, without limitation, ● Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and 1964, Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)California Fair Employment and Housing Act; • ● under any other federal or state statute; • ● of defamation or other torts; • ● of violation of public policy; • ● for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefitsbenefits (except for such wages, either bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseAgreement); and • ● for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedI agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, howeverunder any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company’s Bylaws or applicable law. This release does not release claims that this release shall cannot affect be released as a matter of law, including, but not limited to, my rights under right to file a charge with or participate in a charge by the Bank’s Section 401(k) planEqual Employment Opportunity Commission, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give me the right to payment recover any monetary damages against the Company; my release of any bonus for which an award has been determined but has not been paid during claims herein bars me from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.
Appears in 2 contracts
Sources: Employment Agreement (Ensysce Biosciences, Inc.), Employment Agreement (Ensysce Biosciences, Inc.)
Release of Claims. I voluntarily release and forever discharge In exchange for the Bankseverance benefits described in your employment agreement with MEI dated June 2, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities 2023 (collectively referred to as the “ReleaseesEmployment Agreement”) generally from and other valuable consideration, you hereby waive, to the fullest extent permitted by law, all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination claims available under federal, state or local law (includingagainst ▇▇▇ and the trustees, without limitationofficers, Claims employees, and agents of age discrimination MEI, including but not limited to all claims arising out of your employment with MEI or retaliation the termination of that employment, and all claims arising under your Employment Agreement or arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Separation Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination or retaliation under Act, the Family and Medical Leave Act, Section 1981 of U.S.C, Title VII of the Civil Rights Act of 1964 1964, as amended, the Fair Labor Standards Act, California’s Fair Employment and Claims Housing Act, the ▇▇▇▇▇ Civil Rights Act, the California Business and Professions Code, California Equal Pay Law, California Whistleblower Protection Laws, California Family Rights Act, California Pregnancy Disability Leave Law, California Paid Sick Days, California Labor Code, California WARN law, any applicable California Industrial Welfare Commission Wage Order, wrongful termination in violation of public policy (Tameny claims), the California Constitution or any form common law, as well as any claims arising under any federal, state or local fair employment practices statutes, regulations, or ordinances, wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, claims for unpaid wages or retaliation other compensation, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. Notwithstanding the foregoing general releases, you acknowledge that is prohibited by you have not made any claims or allegations related to sexual harassment or sexual abuse, and none of the Massachusetts General Laws Chapter 151B); • payments set forth as consideration in this Release are related to sexual harassment or sexual abuse. You specifically acknowledge that you are aware of and familiar with the provisions of CALIFORNIA CIVIL CODE SECTION 1542, which provides 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. For the purpose of implementing a full and complete release, you hereby expressly waive all rights and benefits you may have under this provision, as well as under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory statutes or common law principle of similar effect which provides any remedy of any kind, and acknowledge that the release set forth in this Release is intended to include the discharge of all claims which you do not know or suspect to exist at the time this Release is effective. You agree and acknowledge that this is a knowing and voluntary waiver. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of indemnification this Release. You understand and 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 understand and acknowledge that you have been advised by this writing that: (a) you should consult with an attorney prior to executing this Release; (b) you have twenty-one (21) days within which to consider this Release; (c) you have seven (7) days following your execution of this Release to revoke this Release; and (d) this Release shall not be effective until after the revocation period has expired. In the event you sign this Release and return it to MEI in less than the twenty-one (21) day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Release. To revoke the Release, you should contact [Insert name or defense for claims against me based on my status title and conduct as an officer address and/or email address]. Notwithstanding the foregoing, you are not waiving your right to (i) any vested benefits under a MEI benefit or equity plan, the rights to which are governed by the terms of the Bank applicable plan documents and/or award agreement, (ii) claims for unemployment or workers’ compensation benefits, (iii) any medical or disability claim incurred during your employment that is payable under an applicable MEI medical or disability plan, (iv) claims arising after the date on which you sign this Release, (v) any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorneyindemnification and defense under ▇▇▇’s fees, or costs from any of the Releasees bylaws and under directors and officers insurance with respect to any Claim released by this your service as an employee, officer or Board member of MEI, (vii) claims under your Employment Agreement or otherwise as to rights that continue after the termination of employment or (vi) claims that are not otherwise waivable under applicable law. Continuing Obligations. Whether or not you execute the Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.:
Appears in 2 contracts
Sources: Employment Agreement (MEI Pharma, Inc.), Employment Agreement (MEI Pharma, Inc.)
Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankCoC Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to:
(a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA);
(c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the Agreement federal or any state constitution;
(including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and
(h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.
Appears in 2 contracts
Sources: Change of Control Severance Agreement (XOMA Corp), Change of Control Severance Agreement (XOMA Corp)
Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, P▇▇▇▇▇ hereby releases, acquits and forever discharge discharges the BankCompany and its owners, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, agents, independent contractors, members, executors, partners, joint venturers, administrators, parent, subsidiaries, assigns, associates, affiliates, and attorneys, accountants as well as all persons or companies acting by, under, through or in concert with any of them (the "Released Parties"), of and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys' fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with P▇▇▇▇▇’▇ employment with the date when I sign this Release, I have, ever had, now claim to have Company or ever claimed to have had against any or all the separation of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • claims or demands related to salary, vacation, fringe benefits, expense reimbursements, separation pay, equity or stock, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (law, statute, or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Family and Medical Leave Act, as amended (the "FMLA"); the federal Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under ; the Americans with Disabilities federal Older Workers Benefit Protection Act; the L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; the California Family Rights Act, as amended; the California Fair Pay Act; the California Labor Code; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151Bfair dealing ("Release"); • under any other federal or state statute; • of defamation . This Release does not prohibit P▇▇▇▇▇ from participating in an Equal Employment Opportunity Commission ("EEOC") or other torts; • of violation of public policy; • for wagesfederal, bonusesstate or local administrative agency investigation or proceeding. However, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages P▇▇▇▇▇ agrees to waive his right to monetary or other remedies recovery should any claim be pursued with the EEOC or administrative agency on his behalf arising out of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under or related to his employment with and/or separation from the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsCompany. In addition, nothing in this release Release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated not be construed in any way to my employment with the Bank waive any rights or its termination. I agree benefits that I shall may not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect be waived pursuant to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.
Appears in 2 contracts
Sources: Separation and Release Agreement (Arcadia Biosciences, Inc.), Transition Agreement (Arcadia Biosciences, Inc.)
Release of Claims. I voluntarily release The parties agree that in consideration for the undertakings and forever discharge promises of the BankCompany, its affiliated and related entitiesEMPLOYEE unconditionally releases, its predecessorsdischarges, successors and assigns, its employee benefit plans and fiduciaries of such plansholds harmless, and agrees to indemnify the current Company from each and former officersevery claim, directorscause of action, shareholdersright, employees, attorneys, accountants and agents liability or demand of any kind, and all of the foregoing in their official and personal capacities from any claims which may be derived therefrom (collectively referred to as “claims”), that EMPLOYEE had, has, or might claim to have against the Company at the time the EMPLOYEE executes this Agreement (the “ReleaseesEffective Date”) generally from all claims), demands, debts, damages and liabilities including but not limited to claims of every name kind and naturecharacter, known or unknown (“Claims”) thatunknown, as of matured or not matured, which EMPLOYEE may have now or in the date when I sign this Release, I have, ever had, now claim future arising from any act or omission or condition occurring on or prior to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law Effective Date (including, without limitation, the future effects of such acts, omissions, or conditions), whether based on tort, contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively, the ”Released Claims”). By way of example and not in limitation of the foregoing, Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under shall include any claims arising under: (i) Title VII of the Civil Rights Act of 1964 1964, 42 ▇.▇.▇ §▇▇▇▇, the Age Discrimination in Employment Act, the Americans with Disabilities Act, any applicable state, county or local fair employment practice law or ordinance, the National Labor Relations Act, the Family and Claims of Medical Leave Act, the Employee Retirement Income Security Act, as well as any form of claims asserting discrimination based upon age, race, sex, national origin, disability or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under handicap, religion, sexual orientation, marital status, entitlement to benefits, or any other federal protected status; (ii) wrongful termination; (iii) harassment; (iv) breach of contract; (v) breach of the covenant of good faith and fair dealing; (vi) negligent or state statuteintentional infliction of emotional distress; • (vii) negligent or intentional misrepresentation; (viii) negligent or intentional interference with contract or prospective economic advantage; (ix) retaliation; (x) whistleblowing; (xi) defamation; (xii) invasion of defamation or other tortsprivacy; • of violation of public policy; • and (xiii) claims related to disability. Released Claims shall also include, but not be limited to, claims for wagesseverance pay, bonuses, incentive compensationsick leave, vacation pay pay, life or health insurance, or any other compensation fringe benefit. EMPLOYEE likewise releases the Company from any and all claims or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • potential claims for damages or other remedies relief of any sortkind, includingincluding but not limited to back pay, without limitationfront pay, compensatory damages, punitive damages, injunctive attorneys’ fees, costs, disbursements and/or the like, or for equitable relief and attorney’s fees; providedreinstatement. EMPLOYEE acknowledges that the Released Claims include any unknown claims. If applicable, howeverEMPLOYEE expressly waives the benefit of California Civil Code Section 1542 and any analogous laws including Montana Code Annotated Section 28-1-1602, North Dakota Century Code ▇▇▇▇▇▇▇ ▇-▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Codified Laws Section 20-7-11, and agrees that this Release shall extend to claims arising prior to the date EMPLOYEE signs this Agreement and which EMPLOYEE does not know or expect to exist in EMPLOYEE’s favor at this time. California Civil Code Section 1542 reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Notwithstanding the foregoing, Released Claims shall not affect my rights under the Bank’s Section 401(kinclude: (i) plan, any other “employee benefit plan” claims based on obligations created by or reaffirmed in this Agreement; (ii) any unemployment insurance claims and any workers' compensation claims; or (iii) any claim that cannot be waived based on applicable law. EMPLOYEE represents and warrants that he has no lawsuit involving any Released Claims pending as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in date EMPLOYEE signs this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 2 contracts
Sources: Severance Agreement (Idex Corp /De/), Severance Agreement (Idex Corp /De/)
Release of Claims. I Except as provided below, the Executive voluntarily release releases and forever discharge discharges the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, partners, directors, officers, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (collectively, “Claims”) that, as of the date when I sign the Executive signs this Release, I havehe has, ever had, now claim claims to have or ever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to my the Executive’s employment by and termination from employment with the Bank and the termination of my employmentCompany or any related entity; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • under any other federal or state statutestatute or constitution or local ordinance; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either whether under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. Notwithstanding anything to the contrary contained in this Release, however, that Section 2 of this release shall Release does not affect my include and will not preclude: (a) Executive’s rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights or claims under the Agreement to receive Termination Benefits; (including b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the right execution of this Release; (d) any claims or rights Executive may have to payment of any bonus for which an award has been determined but has not been paid during vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the term of employment“Plans”), subject to the terms of the, including, but not limited to, the Company’s 2015 Stock Incentive Plan, or any statutory right to earned but unpaid wagessubsequently adopted incentive compensation plan, including vacation pay, statutory or common law and applicable equity Award agreements; (e) any rights of indemnification or defense for and/or claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I Executive may have with under the Bank Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; or any affiliated (h) rights, if any, to defense and indemnification from the Company or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on its insurers for actions taken by Executive in their personal capacities that are unrelated in any way to my the course and scope of Executive’s employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Company;
Appears in 2 contracts
Sources: Executive Employment Letter (Chiasma, Inc), Executive Employment Letter (Chiasma, Inc)
Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankEmployment Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to:
(a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA);
(c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the Agreement federal or any state constitution;
(including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and
(h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.
Appears in 2 contracts
Sources: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)
Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (a) all claims arising from or in any way related to your employment with the Company or your resignation; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the release of Company; (c) all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Claims Bylaws of the Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwiseapplicable directors and officers liability insurance; (ii) any claims that cannot be waived by law to the extent such claims are not waivable as a matter of law with this release; and • (iii) any claims for damages or other remedies breach of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 2 contracts
Sources: Mutual Separation Agreement (Unity Software Inc.), Resignation and Transition Agreement (Unity Software Inc.)
Release of Claims. I voluntarily release In exchange for the payments and other consideration under this Agreement to which you would not otherwise be entitled, you hereby release, acquit and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current and former its officers, directors, shareholdersagents, servants, employees, attorneys, accountants shareholders, successors, assigns and agents affiliates, in their individual, corporate and official capacities, of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: (“Claims”a) thatany and all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the conclusion of that employment; (b) any claims whatsoever against the Company or those released above by this Release of Claims arising before you sign this Agreement; (c) all claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (d) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action, employment or otherwise, including, but not limited to, the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the date when I sign this Releasefederal Civil Rights Act of 1964, I haveas amended, ever hador any other statute, now claim to have agreement or ever claimed to have had against any or all source of the Releasees. This includes, without limitationlaw, the release federal Americans with Disabilities Act of all Claims: • relating to my employment by 1990, the Bank Family and Medical Leave Act, the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalEmployee Retirement Income Security Act, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under as amended, the Americans with Disabilities Worker Adjustment and Retraining Notification Act, Claims the Colorado anti-discrimination statute, any other state or local employment, discrimination, or labor code, and the Equal Pay Act, of discrimination or retaliation under Title VII 1963, as amended; (e) all claims for breach of contract, wrongful termination, and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims fair dealing; and (f) all tort claims, including, but not limited to, claims for assault, battery, invasion of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of privacy, fraud, defamation, emotional distress, and discharge in violation of public policy; • for wages. You represent that you have no lawsuits, bonusesclaims or actions pending in your name or on behalf of any other person or entity, incentive compensation, vacation pay against the Company or any other compensation person or benefitsentity subject to the release granted in this paragraph. You further agree that in the event you bring a claim or charge covered by this release, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, this Agreement shall serve as a complete defense to such claims or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that charges. Excluded from this release shall are any claims that cannot affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a clientbe waived by law. Furthermore, nothing in this you agree to release shall affect my rights and discharge the Company not only from any and all claims which you could make on your own behalf, but also specifically waive any right to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated become, and promise not to become, a member of any class in any way to my employment with proceeding or case in which a claim or claims against the Bank Company may arise, in whole or its termination. I agree that I shall not seek or accept damages of any naturein part, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any event which occurred prior to the date of the Releasees with respect this Agreement. If you are not permitted to opt-out of a future class, then you agree to waive any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaserecovery for which you would be eligible as a member of such class.
Appears in 2 contracts
Sources: Separation Agreement (Startek Inc), Separation Agreement (Startek Inc)
Release of Claims. I voluntarily In consideration of the Severance Benefits, the Additional Benefits, and other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally, completely and without condition release and forever discharge the Bank, FivePrime and its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersofficers, employees, stockholders, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (together, the “Released Persons”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor in any way relate to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes: (a) all claims arising out of or in any way related to your employment with FivePrime, without limitation, or the release of all Claims: • relating decision to my employment by the Bank and the termination of my terminate your employment; • of wrongful discharge(b) all claims related to your compensation or benefits from FivePrime, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted shares, or any other ownership interests in FivePrime; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • claims under the Offer Letter, or the Severance Agreement; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended) (“ADEA”), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct the California Fair Employment and Housing Act (as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseamended).
Appears in 2 contracts
Sources: Confidential Resignation Agreement and General Release of Claims, Confidential Resignation Agreement and General Release of Claims (Five Prime Therapeutics Inc)
Release of Claims. I voluntarily release In consideration of (and forever discharge subject to) the Bankpayments required by Section 5 of the Employment Agreement, its affiliated the receipt and related entitiessufficiency of which are hereby acknowledged, its predecessorsand subject to the limitations contained in Section 2 hereof, successors Executive, on behalf of himself and his heirs and assigns, its employee benefit plans hereby irrevocably and fiduciaries of such plansunconditionally releases and forever discharges, individually and collectively, Soffe and Delta Apparel, and the current and former each of their respective officers, directors, shareholders, employees, attorneysparent companies, accountants subsidiaries, successors and agents assigns (hereinafter the "Soffe Parties"), of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all charges, claims, complaints, demands, debtsliabilities, damages causes of action, losses, costs or expenses of any kind whatsoever (including related attorneys' fees and liabilities of every name and naturecosts), known or unknown (“Claims”) thatunknown, as suspected or unsuspected, that Executive may now have or has ever had against the Soffe Parties by reason of any act, omission, transaction, or event occurring up to and including the date of the date when I sign signing of this Release. The release set forth in this Section 1 includes without limitation (other than as set forth in Section 2), I haveclaims related to any wrongful or unlawful discharge, ever haddiscipline or retaliation, now claim to have any contract of employment, whether express or ever claimed to have had against implied, any promotions or all demotions, compensation including commissions, short term or long term incentives, Soffe's and Delta Apparel's benefit plan(s) and the management thereof, defamation, slander, libel, invasion of the Releasees. This includesprivacy, without limitationmisrepresentation, the release fraud, infliction of all Claims: • emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to my the Executive's employment by the Bank as an employee, officer or director with Soffe, Delta Apparel or any of their respective affiliates and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalthereof. This waiver, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under release and discharge further applies but is not limited to any claims based on Title VII of the Civil Rights Act of 1964 and Claims 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149the Age Discrimination in Employment Act (ADEA), §§ 148-150Cthe Older Workers Benefit Protection Act (OWBPA), or otherwise; the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the Workers Adjustment and • for damages or other remedies of any sortRetraining Notification Act, includingExecutive Order 11246, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActAct of 1974, 29 U.S.C. § 1002(3the Family and Medical Leave Act (all as they may be amended), my continuing rights under and any other applicable federal, state or local laws, ordinances and regulations including those relating to discrimination to the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released extent permitted by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.
Appears in 2 contracts
Sources: Employment Agreement (Delta Apparel Inc), Employment Agreement (Delta Apparel Inc)
Release of Claims. I voluntarily In exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, Claims of disability discrimination or retaliation under you are not releasing the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Civil Rights Act Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity, such as the Equal Employment Opportunity Commission or the Department of 1964 and Claims Labor, pursue any claims on your behalf. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.
Appears in 2 contracts
Sources: Separation Agreement (Arcus Biosciences, Inc.), Separation and Release of Claims (Invitae Corp)
Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankEmployment Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to:
(a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA);
(c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the Agreement federal or any state constitution;
(including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and
(h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.
Appears in 2 contracts
Sources: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)
Release of Claims. I In consideration for, among other terms, the Severance Pay and Benefit Payment, which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, administrators, representatives, successors and assigns (together with you, the “Releasors”), voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, managers, members, investors, independent contractors, partners, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you or any other Releasor have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation law; • under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act; • under the Worker Adjustment and Retraining Notification (“WARN”) Act or any state mini-WARN law; • under the California Fair Employment and Housing Act, Claims of disability discrimination or retaliation the California Family Rights Act and the California Labor Code; • under the Americans with Disabilities Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Claims of discrimination or retaliation under Title VII Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); • under the New Jersey Conscientious Employee Protection Act and the West Virginia Human Rights Act (provision 3.2.b); • under the New York State Human Rights Law, the New York Labor Law, the New York State Correction Law, the New York State Civil Rights Act Law, Section 125 of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)New York Workers’ Compensation Law, the New York City Human Rights Law; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy, including COBRA; • for wages, bonuses, incentive compensation, expenses, commissions, overtime, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise, and in each case to the fullest extent permitted by applicable law, and any Claims under MGL c. 151B; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your rights under the Bank’s Section this Agreement and to any vested benefits under any 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right plan and Health Savings Account. You agree not to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party. You acknowledge and agree that except as expressly specified in this Agreement, you are not entitled to any wages, salary, vacation pay, bonuses, severance, equity or any other compensation or benefits from the Company or its affiliates. The Company shall permit you to retain your Company laptop, monitor and associated computer equipment, provided that you promptly delete any Company confidential information and other information contained on or in such equipment. If you are located in California, the following (i), (ii) and (iii) apply to you:
(i) In furtherance of your release of Claims, known and unknown, you hereby expressly waive any and all benefits you may have, if any, under Section 1542 of the California Civil Code (“Section 1542”). The Company represents that Section 1542 states the following: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and I that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(ii) The Company further states that for purposes of this Agreement, the terms “creditor” and “releasing party” in Section 1542 refers to you and the term “debtor” and “released party” in Section 1542 refers to the Company. You acknowledge that you are releasing unknown claims and waiving all rights you have or may have under Section 1542 or under any other statute or common law principle of similar effect; provided that you are not filed waiving any rights or claims that may arise out of acts or events that occur after the date on which you sign this Agreement.
(iii) Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. You are advised to consult with an attorney before signing this Agreement. If you are located in Washington State, the following applies to you: Nothing contained in this Agreement or the Ongoing Obligations limits your ability to disclose or discuss conduct, or the existence of a settlement (other than the amount paid in any agency such settlement) involving conduct, that you reasonably believe under Washington state, federal, or court any Claim released common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy regardless of whether the conduct occurred at the workplace, at work-related events coordinated by or through the Company, between employees, or between the Company and an employee, whether on or off Company premises. If you are located in Oregon, you agree that your signature to this ReleaseAgreement constitutes a request to enter into this Agreement.
Appears in 2 contracts
Sources: Separation Agreement (Jade Biosciences, Inc.), Separation Agreement (Jade Biosciences, Inc.)
Release of Claims. I voluntarily release Executive irrevocably and unconditionally releases and forever discharge the Bankdischarges Company, its affiliated and related entities, its predecessorsaffiliates, successors and assigns, its employee benefit plans and fiduciaries each of such plans, and the current and former their respective officers, directors, shareholdersmembers, employees, representatives, insurance carriers, attorneys, accountants subsidiaries, affiliates, representatives, agents, successors, heirs, executors, administrators and agents assigns, and all persons acting by, through, under or in concert with any of them (collectively “Releasees”), of and from any and all claims, actions, causes of action, suits, debts, charges, complaints, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown, in law or equity, including, without limitation of the foregoing in their official general terms, any claims against Company and personal capacities (collectively referred Releasees arising from or related to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known Executive’s employment with Company or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalthereof, state or local law which occurred up to and including the Effective Date (as defined below), including, without limitationbut not limited to: (i) claims for any form of discrimination, Claims of age discrimination harassment, retaliation, wrongful termination, failure to accommodate, failure to provide leave, or retaliation under the Age Discrimination in Employment Actnotice regarding employment status, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under including any claims under: Title VII of the Civil Rights Act of 1964 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act; the Massachusetts General Laws Chapter 151B)Immigration Reform and Control Act; • under any other federal or state statutethe Fair Credit Reporting Act; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Uniform Services Employment and Reemployment Act; the Occupational Safety and Health Act; the Age Discrimination in Employment Act (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the Families First Coronavirus Response Act; any state and local employment laws regarding COVID-19; [the California Family Rights Act; the California Government Code; the California Fair Employment and Housing Act; the California Labor Code; the California Consumer Privacy Act; California Labor Code, 29 U.S.C. § 1002(3), my continuing rights and any California Industrial Welfare Commission Wage Order; the Constitutions of the State of California and the United States; and any and all similar state and local law that may be applicable to Executive;] [the Maryland Fair Employment Practices Act; the Maryland False Claims Act; the Maryland Parental Leave Act; the Maryland Healthy Working Families Act; and Title 20 of the State Government Article of the Maryland Annotated Code] [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; the New Jersey Security and Financial Empowerment Act; the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law; the New Jersey Earned Sick Leave Law; the New Jersey Warn Act; and retaliation claims under the Agreement New Jersey Workers’ Compensation Law] [the Oregon Family Leave Act; the Oregon Unlawful Discrimination Against Injured Workers Law; Oregon’s Leave of Absence for State Service Law; Oregon’s Unlawful Discrimination Against Persons with Disabilities Law; the Oregon Military Family Leave Act; Oregon’s Initiating or Aiding Administrative, Criminal, or Civil Proceeding Law; Chapter 659A of the Oregon Revised Statutes; and Oregon’s Social Media Accounts in Employment law; Executive also that acknowledges that Executive has been provided with a copy of the Company’s Equal Employment Opportunity policies to review prior to signing this Agreement] [the Pennsylvania Human Relations Act; and the Pennsylvania Whistleblower Law]; provided, 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; (including ii) claims relating to the payment of wages, salary, compensation, or penalties (“Wages”) under any local, state, or federal law, statute, regulation, or ordinance that may be legally waived and released, including, but not limited to, any claims under the Federal Fair Labor Standards Act and the Equal Pay Act; (iii) breach of contract; breach of the implied covenant of good faith and fair dealing; violation of any privacy right; defamation; libel; slander; intentional and negligent infliction of emotional distress; (iv) any and all claims for equitable relief, restitution, and other money damages and damages; (v) any and all claims for attorney’s fees and/or costs; and (vi) any other legal limitation on the employment relationship. [This release includes, to the maximum extent permitted by applicable law, a release of Executive’s portion of claims pursuant to the California Private Attorneys General Act (“PAGA”) and Executive waives the right to payment recover Executive’s portion of any bonus for which an award has been determined but civil penalties resulting from claims pursuant to PAGA. Executive acknowledges and represents that Executive has not been experienced any alleged violations of the Labor Code including but not limited to alleged PAGA violations. Executive warrants and represents that Executive will not bring any claim for Wages or for any other violations of the California Labor Code, including claims pursuant to the PAGA.] Executive acknowledges and agrees that the Company paid during the term Executive all compensation due through Executive’s last day of employment), and Executive has received all compensation and business expense reimbursements; thus, any statutory claim by Executive, or made on Executive’s behalf for further, other, or additional compensation or reimbursement is subject to, and will constitute, a good faith dispute. This release by Executive does not cover any claim or right Executive cannot waive as a matter of law, such as rights to earned but unpaid wagesworkers’ compensation benefits, including vacation payunemployment benefits, statutory or common law rights of indemnification or defense for vested benefits under the Company’s benefit plans, claims against me based on my status the Company for breach of its obligations under this Agreement, and conduct as an officer of any claims that might arise after the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseEffective Date.
Appears in 2 contracts
Sources: Executive Retention Agreement (Digimarc CORP), Executive Retention Agreement (Digimarc CORP)
Release of Claims. I voluntarily release and forever discharge In exchange for Severance, the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries Company’s waiver of such plansrepayment of the Hiring Bonus, and the other consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release Metabolex, Inc. and its current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; • (2) all claims related to your compensation or benefits from the Company, including salary, bonuses, the Hiring Bonus, commissions, vacation pay, expense reimbursements, relocation assistance, severance pay, severance benefits, fringe benefits, stock, stock options, accelerated vesting of wrongful dischargestock options (including without limitation the Acceleration as defined in the Offer Letter Agreement), or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • claims under the Offer Letter Agreement; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentas amended) (“ADEA”), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct the California Fair Employment and Housing Act (as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseamended).
Appears in 2 contracts
Sources: Resignation Agreement (CymaBay Therapeutics, Inc.), Resignation Agreement (CymaBay Therapeutics, Inc.)
Release of Claims. I The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that he at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: • · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; • · of wrongful discharge; • · of breach of contract; • · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • · under any other federal or state statute, to the fullest extent that Claims may be released; • · of defamation or other torts; • · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that he has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.
Appears in 2 contracts
Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)
Release of Claims. I Employee stipulates, agrees, and understands that for and in consideration of the mutual covenants set forth in this Agreement, specifically including the payments and considerations set forth in Section 2 above, the same being good and valuable consideration, Employee hereby acting of Employee’s own free will, voluntarily release and forever discharge the Bankon behalf of him or herself, its affiliated and related entitiesEmployee’s heirs, its predecessorsadministrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES the Partnership and its employee benefit plans respective past and fiduciaries of such planspresent parents, subsidiaries, affiliates, specifically including USA Compression GP, LLC and the current and former officersEnergy Transfer LP, partners, directors, officers, owners, shareholders, successors, employees, attorneyspredecessors, accountants joint employers, successor employers and agents agents, and each of them (collectively “Released Parties”), of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all debts, obligations, claims, counterclaims, demands, debtsjudgments, damages and liabilities and/or causes of every name and natureaction of any kind whatsoever, including under the Retention Agreement (whether known or unknown (“Claims”) thatunknown, as in tort, contract, at law or in equity, by statute or regulation, or on any basis), based on facts occurring at any time before, or at the time of, Employee’s signing of the date when I sign this ReleaseAgreement, I havefor any damages or other remedies of any kind, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys’ fees, expenses, reimbursements, costs of age discrimination any kind or reinstatement of any of the foregoing. This release includes, but is not limited to, any and all rights or claims, demands, and/or causes of action arising out of Employee’s employment with the Partnership, or relating to purported employment discrimination, retaliation under the Age Discrimination in Employment Actor violations of civil rights, Claims of disability discrimination or retaliation under the Americans with Disabilities Actif any, Claims of discrimination or retaliation including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Claims Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages2002, bonuses, incentive compensation, vacation pay or any other compensation or benefitsapplicable federal, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cstate, or otherwise; and • for damages local statute or ordinance or any other remedies claim, whether statutory or based on common law, arising by reason of Employee’s employment with the Partnership or circumstances related thereto, or by reason of any sortother matter, includingcause, without limitationor thing whatsoever, compensatory damagesfrom the first date of employment with the Partnership to the date and time of execution of this Agreement. Excluded from this Agreement are any claims that cannot be waived by law, punitive damagesincluding but not limited to, injunctive the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission or any applicable federal, state, or local government agency and to recover any appropriate relief and attorney’s fees; providedin any such proceeding. Employee is waiving, however, that the right to any monetary recovery or relief should the Equal Employment Opportunity Commission or any other agency or commission pursue any claims on Employee’s behalf. Employee has a period of twenty-one (21) days in which to consider this release Agreement. Employee may choose to sign this Agreement prior to the expiration of the twenty-one (21) day period, but is not required to do so. Once Employee signs the Agreement, Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement. The Agreement shall not affect my rights under become effective or enforceable until the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the eighth day after Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under signs the Agreement (including the “Effective Date”). To revoke this Agreement, Employee must provide written notice of revocation to ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ before 11:59 p.m., Austin, Texas time on the last day of the seven (7) day revocation period. No payments under this Agreement shall be due until the expiration of the seven (7) day revocation period. The Employee is expressly advised and encouraged to exercise the Employee’s right to payment of any bonus for which consult with an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer attorney of the Bank under any applicable insurance policy, contracts, governing documents Employee’s choice in considering whether to sign this Agreement. The Employee affirms that the Employee (i) has consulted or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have had an opportunity to consult with the Bank or any affiliated or related entity as a customer an attorney or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based representative of Employee’s choosing; and (ii) is not relying on actions taken in their personal capacities that are unrelated in any way to my employment with advice from the Bank Partnership or its terminationagents or attorneys in Employee’s decision to execute this Agreement. I agree Employee further acknowledges that I shall not seek or accept damages he/she has carefully read this Agreement, that the Employee understands the contents and meaning of any nature, other equitable or legal remedies for my own benefit, attorneythis Agreement and that Employee’s fees, or costs from any execution of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party Agreement is knowing and I have not filed with any agency or court any Claim released by this Releasevoluntary.
Appears in 2 contracts
Sources: Retention Phantom Unit Agreement (USA Compression Partners, LP), Termination Agreement (USA Compression Partners, LP)
Release of Claims. I voluntarily In exchange for the consideration under this Separation Agreement, you hereby generally and completely, to the fullest extent permitted by law, release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesSeparation Agreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted share units, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3amended), my continuing rights under the Agreement federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967, as amended (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment“ADEA”), any statutory right and the California Fair Employment and Housing Act (as amended), and all other laws and regulations related to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseemployment.
Appears in 2 contracts
Sources: Separation Agreement (Atlassian Corp PLC), Separation Agreement (Atlassian Corp PLC)
Release of Claims. I voluntarily release Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the BankCompany, its affiliated parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former their officers, directors, shareholdersagents, servants, employees, attorneysshareholders, accountants successors, assigns and agents affiliates, of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification you may have as a result of any third party action against me based on my employment with the Company), arising out of or unknown (“Claims”) thatin any way related to agreements, as of events, acts or conduct at any time prior to the date when I sign you execute this ReleaseAgreement, I haveincluding, ever had, now claim to have but not limited to: all such claims and demands directly or ever claimed to have had against indirectly arising out of or in any way connected with your employment with the Company or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Age Discrimination in Employment ActAct of 1967, Claims as amended (“ADEA”); the federal Employee Retirement Income Security Act of disability discrimination or retaliation under 1974, as amended; the federal Americans with Disabilities Act of 1990; the federal Worker Adjustment and Retraining Notification Act of 1988; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesfair dealing; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release paragraph shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated be construed in any way to my employment with release the Bank Company from its obligation to indemnify you pursuant to the Company’s indemnification obligation pursuant to agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.
Appears in 2 contracts
Sources: Separation Agreement (Hot Topic Inc /Ca/), Separation Agreement (Hot Topic Inc /Ca/)
Release of Claims. I The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that she at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: • · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; • · of wrongful discharge; • · of breach of contract; • · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • · under any other federal or state statute, to the fullest extent that Claims may be released; • · of defamation or other torts; • · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that she has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.
Appears in 2 contracts
Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)
Release of Claims. I You voluntarily and irrevocably release and forever discharge the BankCompany, its each related or affiliated and related entitiesentity, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the predecessors, successors, and assigns of each of them, and each of their respective current and former officers, directors, shareholders, employees, attorneys, accountants and agents of (any and all of the foregoing in their official and personal capacities (collectively which are referred to as the “Releasees”) generally from all charges, complaints, claims, demandspromises, debtsagreements, damages causes of action, damages, and liabilities of every name and naturedebts that relate in any manner to your employment with or services for the Company, known or unknown (“Claims”) that), as of the date when I sign this Releasewhich you have, I claim to have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesReleasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the release of all Claims: • relating compensation provided to my employment you by the Bank Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the termination Company, or your activities on behalf of my employment; • the Company, including, without implication of limitation, any Claims of wrongful discharge; • of , breach of contract; • , breach of retaliation an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under federal, state the common law or local law any statute or constitutional provision (including, without implication of limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Employee Retirement Income Security Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and Claims Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws); • under . You also waive any other federal or state statute; • of defamation or other torts; • of violation of public policy; • Claim for wagesreinstatement, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitseverance pay, attorney’s fees, or costs from any of the Releasees with respect to costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything that has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Employment Agreement, any equity award/grant agreements (of whatever name or kind), and any shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released by this Releaseas a matter of law. I You represent that I you have not assigned to any third party and I you have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 2 contracts
Sources: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)
Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s provision of consideration set forth in Sections 1 and 2, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby forever discharge releases, discharges and acquits the BankCompany, each of its affiliated parent companies, subsidiaries and related other Affiliates and each of the foregoing entities’ respective past, its present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives in their personal and representative capacities (collectively, its the “Company Parties”), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and the current representative capacities, from liability for, and former officersConsultant hereby waives, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdamages, debtscosts, damages and liabilities or causes of every name and natureaction of any kind, whether known or unknown (“Claims”) thatunknown, related to Consultant’s prior employment with any Company Party, the termination of such employment as of the date when I sign Separation Date, and any other acts or omissions related to any matter on or prior to the time that Consultant executes this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, including without limitation, the release of all Claims(i) any alleged violation through such date of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under (A) any federal, state or local law (including, without limitation, Claims of age anti-discrimination or anti-retaliation under law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and Claims the Americans with Disabilities Act of any form 1990, as amended, the Arkansas Civil Rights Act of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1993; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k(B) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, 29 U.S.C. § 1002(3)as amended; (D) the National Labor Relations Act, my continuing rights under as amended; (E) the Agreement Occupational Safety and Health Act, as amended; (including F) the right to payment Family and Medical Leave Act of 1993; (G) the Workers Adjustment and Retraining Notification Act, as amended; (H) any federal, state or local wage and hour law; (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any bonus for which an award has been determined but has not been paid during the term of employment)nature; or (J) any public policy, any statutory right to earned but unpaid wagescontract, including vacation paytort, statutory or common law rights claim or claim for fraud or misrepresentation of indemnification any kind; (ii) any allegation for costs, fees, or defense for other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all claims against me based on my status and conduct as an officer of the Bank Consultant may have under any applicable insurance policyemployment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, contractsthe “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, governing documents INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(b) Notwithstanding the above, the Released Claims do not include any claim that first arises after the date that Consultant signs this Agreement or bylaws. In additionany claim to vested benefits under an employee benefit plan of any Company Party that is subject to ERISA.
(c) Notwithstanding this release of liability, nothing in this release shall affect my rights arising Agreement prevents Consultant from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Consultant understands and agrees that Consultant is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank comparable state or its termination. I agree that I shall not seek local agency proceeding or accept damages of any nature, other equitable or subsequent legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseactions.
Appears in 2 contracts
Sources: Consulting Agreement (Arcbest Corp /De/), Consulting Agreement (Arcbest Corp /De/)
Release of Claims. I voluntarily release i. Departing Executive represents that Departing Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court.
ii. Departing Executive expressly waives all claims against the Company and forever discharge releases the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and any of the current Company’s past, present or future parent, affiliated, related, and/or subsidiary entities (collectively with the Company, the “Company Entities”), and former officers, all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, accountants and agents and representatives of any such entities, and all employee benefit plans in which Departing Executive is or has been a participant by virtue of his employment with the foregoing in their official and personal capacities Company (collectively referred to as collectively, the “Releasees”) generally ), from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to any claims that Departing Executive may have or ever claimed to have had against any Company Entity or all of the Releasees. This It is understood that this release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Departing Executive’s employment with any Company Entity or the termination thereof or (2) Departing Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of the Agreement, any contracts, express or implied, any Company policy, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the release Employee Retirement Income Security Act of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal1974, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act, the Massachusetts General Laws Chapter 151B); • under ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York Human Rights Law, the New York City Human Rights Law, all as amended, and any other federal federal, state or state statute; • local law (the “Release”). This Release specifically includes, but is not limited to, any claims based upon the right to the payment of defamation or other torts; • of violation of public policy; • for wages, incentive and performance compensation, bonuses, incentive compensationvacation, vacation pay stock benefits or any other compensation or employee benefits, either or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the Massachusetts Wage Actbasis of race, M.G.L. c. 149color, §§ 148-150Cage, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or otherwise; physical disability, denial of family and • for damages medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; basis prohibited by law provided, however, notwithstanding anything to the contrary set forth herein, that this release Release shall not affect my extend to (i) benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the Effective Date, (ii) Departing Executive’s rights to Severance Benefits, provided he complies with his obligations herein; (iii) any claims Departing Executive may have for indemnification pursuant to law, contract, Company governance documents, or Company policy, (iv) any claims for coverage under the Bank’s Section 401(k) planany applicable directors’ and officers’ insurance policy, or any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contractsin accordance with the terms of such policy, governing documents or bylaws(v) any claims arising from events that occur after the Effective Date. In additionNotwithstanding this release of liability, nothing in this release shall affect my rights arising Separation Agreement prevents Departing Executive from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Departing Executive understands and agrees that Departing Executive is waiving any and all rights to recover any monetary or personal relief or recover as a customer result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions
iii. Departing Executive understands that the Release includes a clientrelease of claims arising under the Age Discrimination in Employment Act (the “ADEA”). FurthermoreDeparting Executive understands and warrants that Departing Executive has been given up to forty-five (45) days to review and consider this Separation Agreement, nothing and Departing Executive further warrants that Departing Executive understands that Departing Executive has a period of seven days (7) after his execution of this Separation Agreement to revoke it by notice in this release shall affect my rights writing to pursue Claims against individuals based the Company (the “Revocation Period”). This Separation Agreement will be effective on actions taken in their personal capacities that are unrelated in any way the eighth (8th) day after the Departing Executive signs the Separation Agreement, provided he does not exercise his right to my employment with revoke it during the Bank or its terminationRevocation Period (such date, the “Effective Date”).Departing Executive.
iv. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any Departing Executive fully understands the final and binding effective of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party Release contained herein and I have not filed with any agency or court any Claim released by this Releaseother covenants of the Separation Agreement, including the waiver of all claims under the ADEA.
Appears in 2 contracts
Sources: Separation Agreement (Warren Resources Inc), Separation Agreement (Warren Resources Inc)
Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or her opportunity for employment following the Severance Date. This release of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to pursue Claims be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the past, Releasor will not seek or accept personal relief in connection with such charge, claim, civil action, suit or other legal proceeding. Safeway on behalf of itself and all individuals based on actions taken in their personal capacities or entities that are unrelated may claim through it hereby releases and forever discharges ▇▇▇▇▇ and all of her assigns, executors, administrators (“▇▇▇▇▇ Releasees”) of and from any and all claims, demands, actions, causes of actions, damages and liabilities (all hereinafter referred to as to “Claims”), whether or not now known, suspected or claimed that Safeway ever had, now has, or may hereafter claim to have had against any ▇▇▇▇▇ Releasees relating in any way to my ▇▇▇▇▇’▇ employment with Safeway, any status or term of her employment, the Bank termination of that employment, her duties on behalf of Safeway at any time, or its terminationher opportunity for employment following the Severance Date. I agree that I This release is expressly intended to, and does, extend to and include all claims of any nature at law or in equity since the beginning of time. However, such Release shall not seek include any claim which results after the effective date of this Agreement or accept damages based on any claimed breach of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 2 contracts
Sources: Separation Agreement (Safeway Inc), Separation Agreement (Safeway Inc)
Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankAmended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween [______] (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless she executes this Release, Executive, for and on behalf of herself and her heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that she intends to waive and release any rights known or unknown that she may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); • or (ii) any claims or rights to indemnification that she may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Caffiliate is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.
Appears in 1 contract
Sources: Employment Agreement (Performance Sports Group Ltd.)
Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankAmended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween ▇▇▇▇ ▇▇▇▇▇▇ (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, Executive, for and on behalf of himself and his heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d) or (e) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); • or (ii) any claims or rights to indemnification that he may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Caffiliate is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.
Appears in 1 contract
Sources: Employment Agreement (Performance Sports Group Ltd.)
Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities obligations, both known and unknown, that arise out of every name or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units, or any other ownership, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”), Claims of disability discrimination or retaliation under the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (as amended), Claims of discrimination or retaliation under Title VII the Texas Labor Code, including Chapter 21 of the Civil Rights Texas Labor Code (as amended), the Texas Payday Law (as amended), the Texas Anti-Retaliation Act (as amended), and the Texas Whistleblower Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Certificate of 1964 Incorporation and Claims Bylaws of the Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwise; applicable directors and • for damages or other remedies of officers liability insurance. Also, excluded from this Agreement are any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, claims that this release shall cannot affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released be waived by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.
Appears in 1 contract
Sources: Transition, Separation and Consulting Agreement (Reneo Pharmaceuticals, Inc.)
Release of Claims. I voluntarily In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Health Insurance Reimbursement, you hereby generally and completely release the Company and forever discharge the Bankits parent, its subsidiary, and affiliated entities (along with their predecessors and related entitiessuccessors) and their directors, its predecessorsofficers, successors employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.
Appears in 1 contract
Release of Claims. I voluntarily release In exchange for the Separation Pay and benefits provided in this Agreement, ▇▇▇▇▇▇▇▇▇▇, on behalf of himself, his agents, representatives, attorneys, assignees, heirs, executors, and administrators, hereby covenants that he will not ▇▇▇ and hereby releases and forever discharge discharges the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current its past and former present employees, agents, insurers, officials, officers, directors, shareholdersdivisions, parents, subsidiaries, predecessors and successors, and all affiliated entities and persons, and all of their respective past and present employees, attorneysagents, accountants insurers, officials, officers, and agents of directors from any and all claims and causes of action of any type arising, or which may have arisen, out of or in connection with his/her employment or the foregoing in their official and personal capacities (collectively referred to as separation of his/her employment with the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of Company that have arisen through the date when I sign this of ▇▇▇▇▇▇▇▇▇▇' signature below (the "Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees"). This The Release includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation claims, demands or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation actions arising under the Age Discrimination in Employment National Labor Relations Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages1964, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, 29 the Equal Pay Act, 42 U.S.C. § 1002(3)1981, my continuing rights under the Agreement (including ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the right to payment ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ 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 any bonus 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 which an award has been determined 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 applicable state, county and local ordinances, statutes and regulations. ▇▇▇▇▇▇▇▇▇▇ further understands that this discharge of claims extends to, but has is not been paid during limited to, all claims that he may have as of the term of employment), any statutory right to earned but unpaid wages, including vacation pay, Effective Date based upon statutory or common law rights claims for defamation, libel, slander, assault, battery, negligent or intentional infliction of indemnification emotional distress, negligent hiring or defense for claims against me based on my status and conduct as an officer retention, breach of the Bank under any applicable insurance policycontract, contractsretaliation, governing documents or bylaws. In additionwhistleblowing, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank promissory estoppel, fraud, wrongful discharge, or any affiliated other theory, whether legal or related entity as a customer or a client. Furthermoreequitable, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in and any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any natureand all claims for wages, other equitable or legal remedies for my own benefitsalary, bonuses, commissions, damages, attorney’s feesfees or costs. ▇▇▇▇▇▇▇▇▇▇ acknowledges that this Release includes all claims that he is legally permitted to release but, or costs from any of the Releasees with respect as such, does not apply to any Claim vested rights under the Company’s retirement plans, stock option plans or other company benefits plans nor does it preclude him from seeking to enforce the terms of this Agreement nor does it preclude him from filing a Government Report as described below. The Release also does not release any claims that cannot be released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseas a matter of law (e.g., claims for unemployment compensation benefits).
Appears in 1 contract
Release of Claims. I voluntarily release I, on behalf of myself and my descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby fully and forever discharge release the BankCompany, its divisions, subsidiaries, parents, or affiliated corporations, past and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planspresent, and the current each of them, as well as its and former officerstheir assignees, successors, directors, shareholdersofficers, employeesstockholders, partners, representatives, attorneys, accountants agents or employees, past or present, or any of them (individually and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the collectively, “Releasees”) generally from all claims), demandsfrom, debtsand agree not to sue concerning, damages and liabilities or in any manner institute, prosecute or pursue, or cause to be instituted, prosecuted, or pursued, any claim, duty, obligation or cause of every name and natureaction relating to any matters of any kind, whether presently known or unknown 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, “Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, (a) any and all Claims relating to or arising from my employment relationship with the Company and the termination of age discrimination that relationship; (b) any and all Claims for violation of any federal, state or retaliation under municipal law, constitution, regulation, ordinance or common law, including, but not limited to, the Age Discrimination in Employment Act, Claims Act of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under 1967; Title VII of the Civil Rights Act of 1964 and Claims 1964; the Equal Pay Act of any form 1963; the Civil Rights Act of discrimination or retaliation that is prohibited by 1991; the Massachusetts General Laws Chapter 151BAmericans 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), the Florida Whistleblower Protection Act (FWA); • under 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 other federal or state statuteand all Claims for any wrongful discharge of employment; • of defamation or other torts; • of 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, incentive compensationcommissions, vacation pay equity, expense reimbursements, or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • (e) any and all Claims for damages or other remedies of any sortattorneys’ fees, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feescosts and/or penalties; provided, however, that this the foregoing release shall does not affect apply to any obligation of the Company to me pursuant to any of the following:
(1) my rights under the Bank’s Section 401(kSeparation Agreement; (2) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have 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 Bank or any affiliated or related entity as a customer or a client. FurthermoreCompany, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that I have not assigned may in the future incur with respect to any third party service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that I may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and I have not filed with any agency or court any Claim released by this Release.officers liability insurance policy;
Appears in 1 contract
Sources: Separation and General Release Agreement (Semtech Corp)
Release of Claims. I voluntarily release You hereby agree and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansacknowledge that by signing this Agreement, and 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 current Company1 whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. Your waiver and former officersrelease herein is intended to bar any form of legal claim, directorscharge, shareholders, employees, attorneys, accountants and agents complaint or any other form of any and all of the foregoing in their official and personal capacities action (collectively jointly referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as against the Company seeking any form of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesrelief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the release recovery of all Claims: • relating to my employment by the Bank and the termination any damages or any other form of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or 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 Company or the termination thereof, including, without limitation:
(a) Claims of age under any local, state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or retaliation harassment based upon any protected status including, without limitation, race, 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 (the “ADEA”), the Older Workers Benefit Protection Act, Claims the Civil Rights Act of disability discrimination or retaliation under the Americans with Disabilities Act1866 and 1871, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Alabama Age Discrimination Act, the Alabama Whistleblower Protection Law and any similar Alabama or other state statute or local law;
(b) Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other state, federal or state local employment related statute; • of defamation , regulation or other torts; • of violation of public policy; • for executive order (as they may have been amended through the Effective Date) relating to wages, bonuses, incentive compensation, vacation pay hours or any other compensation or benefitsterms and conditions of employment. Without limitation, either specifically included in this paragraph are any Claims arising under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149the National Labor Relations Act, §§ 148-150Cthe Family and Medical Leave Act, or otherwise; the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and • for damages any similar Alabama or other remedies of state statute or local law;
(c) Claims under any sortstate, federal, local or common law theory including, without limitation, compensatory damageswrongful discharge, punitive damagesbreach of express or implied contract, injunctive relief promissory estoppel, unjust enrichment, breach of a covenant of good faith and attorney’s feesfair 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; providedand
(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 its and their respective officers, directors, shareholders, owners, employees, attorneys, agents and 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 that the releases set forth in this section are intended to release any right that you may have to file a claim against the Company alleging discrimination on the basis of age. Notwithstanding the foregoing, this section does not: (x) release the Company from any obligation expressly set forth in this Agreement or the Merger Agreement or from any obligation, 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 comparable state or local agency. Your waiver and release, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, are intended to be a complete bar to any other “employee recovery or personal benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right by or to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees you with respect to any Claim 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 release with respect to the ADEA, the Company or any affected party sought to be released by hereunder may seek recovery from you of all amounts paid and the cost of any benefits provided pursuant to this ReleaseAgreement. I represent Nothing in this Agreement, however, shall limit the right of the Company or any affected party sought to be released hereunder to seek immediate dismissal of a charge on the basis that I your signing of this Agreement constitutes a full release of any rights you might otherwise have to pursue the charge. As of the Separation Date, Emageon hereby releases all claims of whatever nature that it may have against Employee which arise out of or are in any manner based upon or related to the employment relationship between Employee and Emageon, and the conclusion of that relationship. This waiver and release does not assigned to any third party and I have not filed with any agency affect those rights or court any Claim released by this Releaseclaims which arise after its execution.
Appears in 1 contract
Sources: Severance Agreement (Emageon Inc)
Release of Claims. I voluntarily (a) You, and anyone claiming through you or on your behalf, waive the right to assert and further agree to release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, Company and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of other Released Parties (as defined below) with respect to any and all of the foregoing in their official and personal capacities Claims (collectively referred to as the “Releasees”) generally from all claimsdefined below), demands, debts, damages and liabilities of every name and nature, whether currently known or unknown (“Claims”) thatunknown, as of the date when I sign this Release, I that you now have, have ever had, now claim to or may ever have or ever claimed to have had against the Company and any or all of the Releaseesother Released Parties arising from or related to any fact, agreement, act, omission, or thing occurring or existing at any time prior to or on the date on which you sign this Agreement. This includes, without limitationWithout limiting the foregoing, the release Claims released by you hereunder include, but are not limited to:
(i) all Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all Claims: • relating to my employment by claims for salary, wages, bonus, incentive, commission, stock (including all Claims under the Bank OIP, the MIP and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Awards, except for Claims related to vested stock options, RSUs and PSUs), stock options, severance pay, employee benefits or discrimination under any other compensation or benefit;
(ii) all Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state state, or local court, commission, or agency; (B) under any common law theory; or (includingC) under any contract, without limitationtort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and
(iii) all Claims that were or could have been asserted by you or on your behalf arising under any of age discrimination or retaliation under the following laws, as amended from time to time: the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under ; the Americans with Disabilities Older Workers Benefit Protection Act, Claims of discrimination or retaliation under ; Title VII of the Civil Rights Act of 1964 1964; the Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1963; the Rehabilitation Act of 1973;the National Labor Relations Act; the Employee Retirement Income Security Act; the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts General Laws Chapter Fair Employment Practices Act, M.G.L. c. 151B), § 1 et seq.; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148-150C148 et seq.; the Massachusetts Privacy Act, or otherwiseM.G.L. c. 214, § 1B; and • for damages the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d); and all other federal, state and local laws, statutes, regulations or other remedies ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment.
(b) In addition to the foregoing, you hereby agree that you are waiving all rights under section 1542 of the Civil Code of the State of California. Section 1542 provides that: “A general release does not extend to claims which 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 releasing party.” Pursuant to section 1542, you acknowledge that you may hereafter discover facts different from or in addition to facts which you now know or believe to be true with regard to the released Claims, and further agree that this Agreement shall remain effective in all respects notwithstanding such discovery of new or different facts, including any such facts which may give rise to currently unknown Claims, including but not limited to any Claims or rights which you may have under section 1542 of the California Civil Code or similar law or doctrine of any sortother state.
(c) Notwithstanding the foregoing terms, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesyou do not waive or release (i) any claim for the Severance Benefits; provided, however, (ii) any right or claim that this release shall may not affect my rights legally be waived; (iii) or any vested benefits under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status plans and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseprograms.
Appears in 1 contract
Release of Claims. I Except as provided below, the Executive voluntarily release releases and forever discharge discharges the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, partners, directors, officers, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (collectively, “Claims”) that, as of the date when I sign the Executive signs this Release, I havehe has, ever had, now claim claims to have or ever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to my the Executive’s employment by and termination from employment with the Bank and the termination of my employmentCompany or any related entity; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • under any other federal or state statutestatute or constitution or local ordinance; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either whether under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
(a) Executive’s rights or claims under this Release, including, without limitation, any claims for breach of the provisions of this Release or to enforce the provisions of this Release; provided, however, that (b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the execution of this release shall not affect my Release; (d) any claims or rights Executive may have to any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the Bank’s Section 401(k) plan“Plans”), any other “employee benefit plan” as defined in Section 3(3) subject to the terms of the Employee Retirement Income Security Actapplicable Plans, 29 U.S.C. § 1002(3)including, my continuing but not limited to, Equity Documents, in each case except to the extent modified by this Release; (e) any rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for and/or claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I Executive may have with under COBRA; (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Bank Company and incurred by the Executive prior to the Employment Termination Date; or any affiliated (h) rights, if any, to defense and indemnification from the Company or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on its insurers for actions taken by Executive in their personal capacities that are unrelated in any way to my the course and scope of Executive’s employment with the Bank or its termination. I agree that I shall not seek or accept damages of any natureCompany, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of including under the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseIndemnification Agreement.
Appears in 1 contract
Sources: Release of Claims (Chiasma, Inc)
Release of Claims. I voluntarily release a. For good and valuable consideration, including without limitation the payments and benefits provided by paragraph 2 above, Executive hereby voluntarily, knowingly and willingly releases, acquits and forever discharge discharges the BankCompany and its former, its affiliated current and related entitiesfuture parents, its subsidiaries, divisions, affiliates, predecessors, successors and assigns, its employee benefit plans and fiduciaries each of such planstheir current, former and the current and former future agents, employees, officers, directors, shareholders, employeesmembers, trustees, heirs, joint ventures, attorneys, accountants representatives, owners and agents of servants,(collectively, the “Company Entities”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscosts or expenses of any kind or nature whatsoever (collectively, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that), as of the date when I sign this Releasewhether known or unknown, I haveforeseen or unforeseen, that Executive ever had, now claim has or may have based upon any matter, fact, cause or thing, occurring from the beginning of time up to and including the date Executive executes this Agreement regarding, arising out of or relating to Executive’s employment with the Company or any events that may have occurred during the course of Executive’s employment or ever claimed to have had against any or all the termination of the ReleaseesExecutive’s employment. This includes, without limitation, the a release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of any such Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract; • , wrongful discharge, disability benefits, life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations of retaliation public policy, defamation, fraudulent misrepresentation or discrimination inducements and severance pay. Executive is also specifically releasing any such rights or Claims Executive may have, if any, under federalcommon law or the Worker Adjustment Retraining and Notification Act, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment ActAct (“ADEA”) (which prohibits discrimination in employment based on age), Claims Older Workers Benefit Protection Act of disability 1990 (“OWBPA”) (which also prohibits discrimination or retaliation under the Americans with Disabilities Actin employment based on age), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Rehabilitation Act, M.G.L. c. 149the Labor Management Relations Act, §§ 148-150Cthe Equal Pay Act, or otherwise; and • for damages or other remedies of any sortthe Americans with Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Employment Retirement Income Security Act, 29 U.S.C. § 1002(3)the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, my continuing the California Fair Employment and Housing Act, the California Family Rights Act, the California Constitution, the California Labor Code, all the above statutes as amended from time to time, and any other federal, state or local laws, rules, ordinances or regulations, whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Executive knows about, and those that Executive may not know about. By signing this Agreement, Executive is forever giving up Executive’s rights under to make the Agreement aforementioned Claims or demands.
b. It is a condition hereof, and it is Executive’s intention in the execution of the release in paragraph 5.a above, that the same shall be effective as a bar to each and every claim hereinabove specified, and in furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon Executive by Section 1542 of the California Civil Code, which provides:
c. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release (including the i) any claim or right to payment of any bonus indemnification and/or contribution Executive may have pursuant to applicable law or pursuant to the Company’s governance instruments for which an award has been determined but has not been paid acts committed during the term scope of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my Executive’s employment with the Bank Company; (ii) coverage, if any, under any Company liability insurance policy; (iii) any claim or its termination. I agree that I shall not seek right under state unemployment and workers’ compensation statutes; (iv) any right Executive may have to a vested benefit under any pension or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any welfare plan of the Releasees with respect to Company; (v) any Claim other claim or right that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to Executive that are expressly set forth in this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 1 contract
Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 7.4 of that certain Employment Agreement (the Bank“Employment Agreement”), its affiliated effective March 23, 2015, by and related entitiesbetween ▇▇▇▇▇▇ ▇▇▇▇▇ (“Executive”) and Triton Emission Solutions Inc. (the “Company”), its predecessorsto which Executive agrees Executive is not entitled until and unless he executes this Release, successors Executive, for and on behalf of himself and his heirs and assigns, but subject to the following 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 employee benefit plans and fiduciaries of such plansshareholders, and the current and former officerssubsidiaries, successors, assigns, directors, shareholdersofficers, employeespartners, attorneysmembers, accountants and employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown (“Claims”) that, as of omissions which have occurred on or prior to the date when I sign that Executive signs this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (laws pertaining to employment, including, without limitationif applicable, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act of 1967 (“ADEA”), a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with With Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended; and Claims of all other federal, state and local laws and regulations. By signing this Release, Executive acknowledges that he intends to waive and release any form of discrimination rights known or retaliation unknown that is prohibited by he may have against the Massachusetts General Laws Chapter 151B); • Releasees under these and any other federal laws; provided that Executive does not waive or state statute; • release claims with respect to the right to enforce the Employment Agreement (the “Unreleased Claims”). Notwithstanding the foregoing, Executive does not release, discharge or waive any rights to indemnification that he may have under the certificate of defamation incorporation, the by-laws or other torts; • equivalent governing documents of violation the Company or its subsidiaries or affiliates, the laws of public policy; • for wages, bonuses, incentive compensation, vacation pay the State of Delaware or any other compensation state of which such subsidiary or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Caffiliate is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.
Appears in 1 contract
Sources: Employment Agreement (Triton Emission Solutions Inc.)
Release of Claims. I ▇▇. ▇▇▇▇▇▇, of her own free will knowingly and voluntarily release releases and forever discharge discharges the BankReleased Parties, its affiliated of and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all actions or causes of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all action, suits, claims, demandscharges, debtscomplaints, damages promises demands and liabilities of every name and naturecontracts (whether oral or written, express or implied from any source), or any nature whatsoever, known or unknown (“Claims”) thatunknown, as of the date when I sign this Releasesuspected or unsuspected, I havewhich ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇’▇ heirs, executors, administrators, successors or assigns ever had, now claim to have or ever claimed hereafter can shall or may have against the Released Parties by reason of any matter, cause or thing whatsoever arising from the beginning of time to have had against the time ▇▇. ▇▇▇▇▇▇ executes this 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 all any of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and or the termination of my employment▇▇. ▇▇▇▇▇▇’▇ employment relationship with the Company or any of the Releasees; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitationbut not limited to, Claims any claims for salary, bonuses, severance pay, or vacation pay, any alleged violation of age the National Labor Relations Act (“NLRA”), any claims for discrimination or retaliation of any kind under the Age Discrimination in Employment ActAct of 1967 (“ADEA”) as amended by the Older Workers Benefit Protection Act (“OWBPA”), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims (“Title VII”), Sections 1981 through 1988 of any form Title 42 of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesUnited States Code, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (“ERISA”)(except for vested benefits which are not affected by this agreement), my continuing rights under the Agreement Americans With Disabilities Act of 1990, as amended (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment“ADA”), any statutory right to earned but unpaid wagesthe Fair Labor Standards Act (“FLSA”), including vacation paythe Occupational Safety and Health Act (“OSHA”), statutory or common law rights the Consolidated Omnibus Budget Reconciliation Act of indemnification or defense for claims against me based on my status 1985 (“COBRA”), the Federal Family and conduct as an officer Medical Leave Act (“FMLA”), the Federal Worker Adjustment Retraining Notification Act (“WARN”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); and
b. the 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 the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Employees” provision; “Lie Detector Tests” provision;
Appears in 1 contract
Sources: Termination and Release Agreement (Wyndham Worldwide Corp)
Release of Claims. I (a) In consideration for, among other terms, the Supplemental Consideration, to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Releasors”) voluntarily and irrevocably release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, insurers, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the Separation Date and the date when I you sign this ReleaseAgreement, I you and the other Releasors have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank Company and the termination of my your employment; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; of retaliation or discrimination under federal, state or local law (includinglaw, including without limitation, :
(i) any and all Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Massachusetts General Laws Chapter 151BFair Labor Standards Act (FLSA); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. § 1002(3the federal Age Discrimination in Employment Act (ADEA), my continuing 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 Agreement Company’s Section 401(k) plan or your rights under this Agreement, (including 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 related to employment, against the Company (with the understanding that any such filing or participation does not give you the right to payment recover any monetary damages against the Company; your release of any bonus for which an award has been determined but has not been paid during claims herein bars you from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense (D) Claims for claims against me based on my status and conduct as an officer indemnity under the bylaws of the Bank Company or your indemnification agreement with the Company, (E) any Claims for coverage under any applicable Company D&O insurance policy, contracts, governing documents or bylawsand (F) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, 's fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party.
(b) In granting the release herein, you understand that this Agreement includes a release of all Claims known or unknown. In giving this release, which includes Claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected Claims you may have against the Company. You acknowledge that you may later discover Claims or facts in addition to or different from those which you now know or believe to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, the Releasors waive any and all Claims that might arise as a result of such different or additional claims or facts. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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 (“ADEA”), and that this waiver and release is knowing and voluntary. You agree that this waiver and release does not apply to any rights or claims that 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 been advised by this writing that: (i) you should consult with an attorney prior to executing this Agreement; (ii) you have forty-five (45) days within which to consider this Agreement; (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 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 consider, 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 and I have not filed with against any agency of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in 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 Claim released by this Releasedisputes, differences, grievances, claims, charges, or complaints against any of the Releasees, you shall state no more than that you cannot provide counsel or assistance.
Appears in 1 contract
Sources: Separation Agreement and General Release of Claims (Pardes Biosciences, Inc.)
Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising from or in any way related to your employment with the release of all Claims: • relating Company or the decision to my employment by the Bank and the termination of my transition or terminate that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”) (as amended) and the California Fair Employment and Housing Act (as amended). For the avoidance of doubt and to the extent permitted by law, Claims you waive your right to institute in the future any complaint, claim, charge, lawsuit, or administrative proceeding, or action at law or otherwise against the Company, based on conduct occurring as of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII your execution of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsRelease. In addition, nothing in this release shall affect my rights arising you agree not to accept any relief or recovery from any relationship that I may have with the Bank such action or any affiliated or related entity as a customer or a clientproceeding filed on your behalf. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I fullest extent permitted by applicable law, you agree that I shall you will not seek or accept damages knowingly permit yourself to be a member of any nature, other equitable or legal remedies for my own benefit, attorney’s feesclass seeking relief against the Company, or costs from allow a suit to be brought on your behalf, whether individually or collectively, regarding any of the Releasees with respect to any Claim claim released by this Agreement and the Release. I represent Notwithstanding the above, you agree that I have this Agreement and the Release does not assigned affect the rights or responsibilities of the Equal Employment Opportunity Commission (“EEOC”) or any other human rights agency to enforce any third party applicable law or permit interference with your ability to participate in an investigation or proceeding conducted by the EEOC, although you agree not to accept any relief from such proceeding. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and I have Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; (ii) any claims that cannot filed with be waived by law; and (iii) any agency claims for breach of this Agreement. You acknowledge and agree that the foregoing release of claims is provided in exchange for your materially modified terms and conditions of employment during the Advisory Period, eligibility for certain severance benefits and other consideration provided by the Company in this Agreement, and not in exchange for a raise or court any Claim released by this Releaseas a condition of continued employment.
Appears in 1 contract
Sources: Special Advisor Agreement (Hp Inc)
Release of Claims. I voluntarily release In exchange for the severance benefits and other consideration under this Agreement to which you would not otherwise be entitled, you, on behalf of yourself, your descendants, ancestors, dependents, heirs, executors, administrators, personal representatives, assigns, and successors, past and present, and each of them, hereby fully release, acquit and forever discharge the Bank, Company and its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersemployees, employeesstockholders, representatives, agents, attorneys, accountants insurers, successors, assigns and agents affiliates, past and present, and each of them, in their individual and business capacities, of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as 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 arising out of or in any way connected with your employment with the date when I sign this Release, I have, ever had, now claim to have Company or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge; • of claims or demands related to salary, bonuses, commissions, tips, vacation pay, fringe benefits, expense reimbursements, stock, stock options or any other ownership interest in the Company (including claims for fraud, misrepresentation, breach of contractfiduciary duty, or breach of any duty imposed by state corporate or federal securities laws), severance pay, or any other form of compensation; • of retaliation and claims for damages, attorneys’ fees, costs or discrimination under other relief pursuant to any federal, state or local law (law, statute, or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended, the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Actas amended (“ADEA”), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1991; the Employee Retirement Security Act of 1974; the Worker Adjustment and Claims Retraining Notification Act; those provisions of the California Labor Code which may lawfully be released; the California Business & Professions Code; the California Fair Employment and Housing Act, as amended; tort law, contract law, common law, public policy and the law of wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing; any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • claim under any other federal federal, state or state statutelocal law, regulation or ordinance which may lawfully be released; • of defamation any claim for costs, fees or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (expenses including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated attorneys’ fees incurred in any way of these matters (collectively, “Released Claims”). You represent and warrant to my employment with the Bank Company that there are no other individuals or its termination. I agree that I shall not seek entities to whom or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from to which you have assigned any of the Releasees with respect Released Claims and you are the sole and lawful owner of all right, title and interest in and to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasethe Released Claims.
Appears in 1 contract
Sources: Severance Agreement (Orchard Supply Hardware Stores Corp)
Release of Claims. I In consideration for, among other terms, the Severance Benefits, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • · relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • · of wrongful dischargedischarge or violation of public policy; • · of breach of contract; • · of defamation or other torts; · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • · under any other federal or state statutestatute (including, without limitation, Claims under the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, and the Texas Labor Code (including but not limited to the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)); • of defamation or other torts; • of violation of public policy; • · for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Texas Payday Law or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your vested rights under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing plan or your rights under the Agreement (including the right this Agreement. You agree not to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.
Appears in 1 contract
Sources: Separation Agreement and Release (Neos Therapeutics, Inc.)
Release of Claims. I voluntarily release In consideration for the Extended Health Care Coverage, Continuing Salary and other consideration paid or payable to Executive under this Agreement, Executive, on behalf of himself and his heirs, executors, administrators and assigns (collectively, the “Releasing Parties”), hereby fully and forever discharge releases the Bank, Company and its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneysinvestors, accountants stockholders, affiliates, divisions, subsidiaries, agents, predecessor and agents successor corporations and assigns (collectively, the “Released Parties”) of and from, and agrees not to s▇▇ any Released Party concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of Releasing Parties may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
(a) any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • claims relating to my or arising from Executive’s employment by relationship with the Bank Company and the termination of my employment; • that relationship, including, but not limited to, claims of discrimination, harassment, wrongful discharge; • of termination and breach of contract; • and
(b) any and all claims for violation of retaliation or discrimination under any federal, state or local law (municipal statute, including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Age Discrimination in Employment Act of discrimination or retaliation that is prohibited by 1967, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Americans with Disabilities Act of defamation or other torts; • of violation of public policy; • for wages1990, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, my continuing rights and Labor Code section 201, et seq. and section 970, et seq. Executive agrees that the release set forth in this Section 9 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred or specified under this Agreement. Notwithstanding the above, in the event of a shareholder or derivative lawsuit against Executive, or a lawsuit against the Company in which Executive is named as a defendant or cross-defendant, Executive shall be entitled to all benefits and indemnity as set forth in the Indemnity Agreement (including signed by the Company and the Executive December 2, 1997, and Executive reserves the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wagesassert all defenses and file all necessary claims and cross-claims, including vacation paythose against the Company. Additionally, statutory in any lawsuit filed by the Company in which Executive is named as a defendant or common law rights of indemnification or defense for cross-defendant, Executive shall be entitled to file any and all defenses, claims and cross-claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseCompany.
Appears in 1 contract
Release of Claims. I voluntarily a) In recognition of the consideration recited above, you hereby release and forever discharge the BankCompany and any of their present, its affiliated former and related entitiesfuture partners, its predecessorsaffiliates, successors direct and assignsindirect parents, its employee benefit plans and fiduciaries of such planssubsidiaries (other than the Company ), and the current and former officerssuccessors, directors, shareholdersofficers, employees, agents, attorneys, accountants heirs and agents of assigns (collectively, the "Released Parties"), from any and all claims, actions and causes of action that you may have as of the foregoing in their official and personal capacities (collectively referred Effective Date with respect to as the “Releasees”) generally Released Parties, which arise from all claimsmanner of actions, demandscauses of action, suits, debts, damages sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and liabilities demands whatsoever, in law or in equity, including without restriction those arising out of every name your employment relationship with the Company and natureany other released Parties, known your rights to any compensation or unknown (“Claims”) thatbenefits from the Released Parties in connection with your employment, as of the date when I sign this Releaseyour Employment Agreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federalyour employment with the Released Parties (collectively, state or local law (including, without limitation, the "Released Claims"). The Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation shall include any claims arising under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Rehabilitation Act of any form 1973, the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Civil Rights Act of defamation or other torts; • 1866, the Civil Rights Act of violation of public policy; • for wages1991, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActAct of 1974, 29 U.S.C. § 1002(3)the Family and Medical Leave Act of 1993, my continuing rights the Age Discrimination in Employment Act of 1967, and any other federal, state or local law whether such claim arises under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory statute or common law rights of indemnification and whether or defense for claims against me based on my status and conduct as an officer not you are presently aware of the Bank under existence of such claim, damage, action and cause of action, suit or demand, and any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees gain with respect to any Claim released claim arising under the provisions of the False Claims Act, 31 U.S.C. 3730, other than an action or suit to enforce this Agreement. You also forever release, discharge and waive any right you may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws with regard to any Released Claim. You agree that the terms as described in this ReleaseAgreement shall be in full satisfaction of any and all claims, actions or causes of action for payment or other benefits of any kind that you may have against the Released Parties in respect of Released Claims, other than any claims you may have to vested benefits under any of the Company's employment or compensation agreements, or to any rights or entitlements arising under any stock option agreements. I By signing this Agreement, you represent that I you have been given the opportunity to consult with the attorney(s) of your choice prior to signing this Agreement and to have those attorney(s) explain the provisions of this Agreement to you and that you have knowingly and voluntarily accepted the terms of the offer as described herein.
b) The Released Parties hereby release you from any and all claims, actions and causes of action, known or unknown, that the Released Parties, or any of them, may have with respect to you as of the Effective Date, which arise from any and all manner of actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity.
c) In connection with the releases provided for herein, each of the parties hereto has been advised by counsel of the provisions of Section 1542 of the Civil Code of the State of California and they have read said Section and hereby expressly waive the benefits of said Section, which provides as follows: "A general release does not assigned extend to any third party and I claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have not filed materially affected his settlement with any agency or court any Claim released by this Releasethe debtor."
Appears in 1 contract
Sources: Resignation and Release of Claims Agreement (Mindarrow Systems Inc)
Release of Claims. I voluntarily release a. As a condition of the Company’s willingness to enter into this Separation Agreement, and in consideration for the Separation Payment and the agreements of the Company contained in this Separation Agreement, the Executive, with the intention of binding himself, his heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Releasors”), hereby releases, waives and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansthe Releasees from, and the current hereby acknowledges full accord and former officerssatisfaction of, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of action, damages and liabilities of every name and natureany kind whatsoever (upon any legal or equitable theory, known whether contractual, common law or unknown (“Claims”) thatstatutory, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that the Executive ever had, now has or hereafter may have against the Company and the Releasees up to and including the date of the execution of this Separation Agreement. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
(i) any and all claims relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment;
(ii) any and all claims of employment discrimination, harassment or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Americans with Disabilities Act, M.G.L. c. 149the Rehabilitation Act of 1973, §§ 148the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the ▇▇▇▇▇▇▇▇-150C▇▇▇▇▇ Act, 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Constitution of the State of New York, the New York State Human Rights Law, the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour 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, the Constitution of the State of Illinois, and the Illinois Human Rights Act, all as such laws or otherwise; regulations have been or may be amended;
(iii) any and • all claims for damages or other remedies of any sortemployee benefits, including, without limitation, compensatory damagesany and all claims under the Employee Retirement Income Security Act of 1974, punitive damages, injunctive relief and attorney’s feesas 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 1847 Holdings, LLC 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, 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 shall does not affect my 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 benefits under any applicable welfare, retirement and/or pension plans; (iii) rights to defense and indemnification, if any, from the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined Company for actions taken by you in Section 3(3) the course and scope of the Employee Retirement Income Security ActExecutive’s employment with the Company; (iv) claims, 29 U.S.C. § 1002(3)actions, my continuing or rights arising under or to enforce the Agreement terms of this Separation Agreement; and/or (including v) the right to payment of any bonus for which file a charge with an award has been determined but has not been paid during administrative agency or participate in an agency investigation; provided, however, that the term of employment), any statutory Executive hereby waives his right to earned but unpaid wages, including vacation pay, statutory recover any money in connection with such charge or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsinvestigation. In additionMoreover, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank Separation Agreement limits or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feeswaives, or costs from any is intended to limit or waive, the Executive’s right pursuant to the Older Workers Benefit Protection Act to seek a judicial determination of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevalidity of the Separation Agreement’s waiver of claims under the Age Discrimination in Employment Act.
Appears in 1 contract
Release of Claims. I voluntarily release Employee acknowledges that the consideration set forth in the Employment Agreement and the Agreement represents full and final payment of all claims by Employee against the Company, and is in excess of what Employee would otherwise be entitled by virtue of her/his employment. By signing this Additional Release, Employee completely and forever discharge releases the BankCompany and any past, its affiliated and related entitiespresent, its predecessorsor future direct or indirect owners, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersshareholders, directors, shareholdersofficers, employees, attorneys, accountants agents, insurers, partners, employee benefit plans, predecessors and agents successors in interest, beneficiaries, executors, administrators, personal representatives, heirs, parents, subsidiaries, successors, and assigns of the Company and any other persons, firms, corporations, or entities with which the Company has been, is now, or may hereafter be affiliated (collectively, the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all known or unknown claims, demands, debtsgrievances, damages and liabilities or lawsuits arising out of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against in any or all of the Releasees. This includes, without limitation, the release of all Claims: • way relating to my any event, matter, or occurrence existing or occurring before Employee signs this Additional Release including, but not limited to, claims that involve or arise from the employment by relationship between Employee and the Bank and Company, or the termination of my employment; • that relationship. This general release includes, but is not limited to, claims, demands, grievances, or lawsuits that arise under any of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under following: Title VII of the Civil Rights Act of 1964 and Claims 1964; 42 U.S.C. § 1981; the Age Discrimination in Employment Act of any form of discrimination or retaliation that is prohibited by 1967; the Massachusetts General Laws Chapter 151B)Pregnancy Discrimination Act; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Equal Pay Act; the Genetic Information Non-Discrimination Act; the Worker Adjustment and Retraining Notification Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the Health Insurance Portability and Accountability Act; the Fair Credit Reporting Act; the False Claims Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Rights Act; any amendments to the foregoing laws; any other federal, 29 U.S.C. § 1002(3)state, my continuing local, or foreign constitution, statute, ordinance, or regulation; or any other theory of recovery including, but not limited to, claims of discrimination, harassment, or retaliation of any kind, wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, unfair business practices, wage and hour claims of any kind, whether for non-payment, late payment, overtime, misclassification, rest breaks, meal periods, bonuses, reimbursements, deductions, and/or penalties, tort claims of any kind, whether for intentional or negligent infliction of emotional distress, personal injury, defamation, and/or invasion of privacy, and any other common law legal or equitable claims. This release includes any and all Employee’s claims against the Released Parties that exist as of Employee’s execution of this Additional Release, even if the facts and/or legal theories supporting those claims are unknown to Employee at this time. This release binds Employee as well as her/his marital community, heirs, and assigns. Excluded from this release are any claims or rights under the Agreement (which cannot be waived by law, including the Employee’s right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseunemployment compensation benefits.
Appears in 1 contract
Release of Claims. I voluntarily In return for the benefits described in the Letter Agreement, you and your representatives completely release and forever discharge the BankLogicVision, its affiliated and related entitiesaffiliated, its predecessorsrelated, successors and assigns, its employee benefit plans and fiduciaries of such plansparent or subsidiary corporations, and the current its and their present and former directors, officers, directors, shareholders, employees, attorneys, accountants and agents employees from all claims of any kind, known and unknown, which you may now have or have ever had against LogicVision, including all claims for compensation, bonuses, severance pay, stock options, and all claims arising from your employment with LogicVision or the termination of the foregoing your J▇▇▇ ▇. ▇▇▇▇▇▇ July 9, 2002 employment whether based on contract, tort, statute, local ordinance, regulation or any comparable law in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown any jurisdiction (“Released Claims”) that, as ). By way of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without example and not in limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation will include any claims that may arise under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1990, the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act of 1967, and Claims the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation. This Release recognizes the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) to enforce the statutes which come under its jurisdiction and is not intended to prevent your from filing a charge or participating in any form of discrimination investigation or retaliation that is prohibited proceeding conducted by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesEEOC; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this Section 3 limits or affects the finality or the scope of the release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing provided in this release shall affect my rights Section 3, the waiver provided in Section 4 or the agreement to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way submit claims to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party final and I have not filed with any agency or court any Claim released by this Releasebinding arbitration under Section 7.
Appears in 1 contract
Release of Claims. I voluntarily release and forever discharge In exchange for the Bankconsideration provided to you by this Agreement that you are not otherwise entitled to receive, its affiliated and are in any way related entitiesto events, its predecessorsacts, successors and assignsconduct, its employee benefit plans and fiduciaries of such plansor omissions occurring prior to or on the date that you sign this Agreement (collectively, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include, but are not limited to: (a) thatall claims arising out of or in any way related to your employment with the Company, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Actfederal Civil Rights Act of 1964 (as amended), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the Family Medical Leave Act, the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), my continuing the California Labor Code, the California Family Rights Act, the California Occupational Safety and Health Act, Section 17200 of the California Business and Professions Code and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights that are not waivable as a matter of law; or (c) any claims arising from the Agreement (including breach of this Agreement. You hereby represent and warrant that, other than the right to payment Excluded Claims, you are not aware of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory claims you have or common law rights of indemnification or defense for claims might have against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent Released Parties that I have are not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseincluded in the Released Claims.
Appears in 1 contract
Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current severance benefits and former other consideration as described in the attached separation agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, general release is to the maximum extent permitted by law and includes (without limitation, ) the release following: (A) all claims arising out of all Claims: • relating or in any way related to my your employment by with the Bank and Company or the termination of my that employment; • of wrongful discharge(B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (E) all federal, state or state, and local law statutory claims, including (including, without limitation) claims for discrimination, Claims of age discrimination harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Release, and does not constitute a waiver or release of any indemnification the Company is required to provide to you under applicable law or pursuant to the Agreement Company’s corporate by-laws or insurance policies. This Release includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Release are any claims that by law cannot be waived in a private agreement between employer and employee including (including without limitation) the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.
Appears in 1 contract
Sources: Separation Agreement (Yahoo Inc)
Release of Claims. I voluntarily release Releasor hereby releases and forever discharge the Bank, its affiliated discharges each and related entities, its predecessors, successors every Releasee of and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, causes of action, damages and liabilities of every name and nature(all hereinafter referred to as “claims”), known whether or unknown (“Claims”) thatnot now known, as of the date when I sign this Releasesuspected or claimed, I have, which Releasor ever had, now has, or may hereafter claim to have or ever claimed to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or all condition of the Releasees. This includessuch employment, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , or her opportunity for employment following the closing date of wrongful discharge; • the pending merger between Safeway and affiliates of breach Albertsons LLC (the “Closing Date”). This release of contract; • of retaliation or discrimination under federalclaims is expressly intended to, state or local law (includingand does, without limitationextend to and include, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actbut is not limited to, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under claims under: Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended; the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149as amended; the Fair Labor Standards Act, §§ 148-150Cas amended; the Age Discrimination in Employment Act of 1967, or otherwiseas amended; and • for damages or other remedies of any sortthe Americans With Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any other federal, state or local statutes, ordinances or regulations prohibiting any form or forms of discrimination in employment and/or relating to the payment of wages and benefits. This release also extends to and includes, but is not limited to, any claims by ▇▇▇▇▇ for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or retaliation with the Equal Employment Opportunity Commission (EEOC), my continuing rights under or any of its state or local deferral agencies, or participating in in any investigation by the Agreement (including the right to payment EEOC or any of any bonus for which an award has been determined but has not been paid during the term of employment)its state or local deferral agencies. Further, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, it is expressly understood that nothing in this release Agreement shall affect my rights arising from be construed to be a waiver by Releasor of any relationship benefit that I may have vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the Bank current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any affiliated by-law, agreement or related entity as a customer charter document of Safeway, policy of insurance or a clientstate or federal law. Furthermore, It is also expressly understood that nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to my employment with be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the Bank or its termination. I agree that I shall past, Releasor will not seek or accept damages of any naturepersonal relief in connection with such charge, claim, civil action, suit or other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseproceeding.
Appears in 1 contract
Sources: Separation Agreement (Safeway Inc)
Release of Claims. I In consideration for, among other terms, the Severance Benefits and the Extended Exercise Period to which you acknowledge you would not be entitled absent this Agreement, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by and ending of your employment with the Bank and the termination of my employmentCompany; • of wrongful discharge; • of breach of contract; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964) • of wage and hour violations that may be legally waived and released, including, without limitation, all laws and regulations relating to the payment of wages, overtime or any other compensation or benefits • Claims under the Massachusetts Payment of any form of discrimination or retaliation that is prohibited by the Wages Law (Massachusetts General Laws Chapter 151B149, §§ 148, 150), Massachusetts General Laws Chapter 149 in its entirety, and Massachusetts General Laws Chapter 151 in its entirety (including but not limited to the minimum wage and overtime provisions); • under any other federal or state statutestatute or regulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay pay, garden leave or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, liquidated damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my release your rights (i) under this Agreement, (ii) for workers’ compensation benefits or for unemployment benefits to the extent you are otherwise eligible for such benefits, (iii) to vested benefits under any Company employee benefit plan in which you are a participant; and (iv) your rights to indemnification under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights bylaws and to coverage under the Agreement (including Company’s insurance policies, in accordance with the right to payment of any bonus for which an award Company’s by-laws and insurance policies. You acknowledge and represent that, except as expressly provided in this Agreement, the Company has been determined but has not been paid during the term of employment)or provided all salary, any statutory right to earned but unpaid wages, including vacation paybonuses, statutory accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you. You specifically represent that you are not due to receive any payments or common law rights of indemnification or defense for claims against me based on my status and conduct benefits from the Company other than as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsset forth herein. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Release.party. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Release of Claims. I The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that he at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • under any other federal or state statute, to the fullest extent that Claims may be released; • of defamation or other torts; ACTIVE/84668825.3 • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. • In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that he has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.
Appears in 1 contract
Release of Claims. I voluntarily (a) In exchange for the consideration provided in Section 1 of this Agreement, ▇▇. ▇▇▇▇▇▇▇ and his heirs, executors, administrators and assigns (collectively the "Releasors") forever waive, release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of Insys Group from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of actions, damages fees, damages, liabilities and liabilities expenses (inclusive of every name and natureattorneys' fees) of any kind whatsoever, whether known or unknown (“Claims”) thatunknown, that ▇▇. ▇▇▇▇▇▇▇ has ever had against the Insys Group by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Separation Date, including, but not limited any claims under: ● Title VII of the Civil Rights Act, as amended; ● the Civil Rights Act of 1991, as amended; ● the date when I sign this ReleaseArizona Civil Rights Act; ● the Arizona Employment Protection Act; ● the Americans with Disabilities Act, I haveas amended; ● the Family and Medical Leave Act, ever hadas amended; ● the Fair Labor Standards Act; ● the Equal Pay Act, now claim as amended; ● the Employee Retirement Income Security Act, as amended (with respect to have or ever claimed to have had against any or all unvested benefits); ● The Labor Management Relations Act; ● The National Labor Relations Act; ● Section 1981 of U.S.C. Title 42; ● the Releasees. This includes▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without limitationas amended; ● the Older Workers Benefit Protection Act; ● the Worker Adjustment and Retraining Notification Act, the release of all Claims: • relating to my employment by the Bank and the termination of my employmentas amended; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under ● the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under as amended; ● the Americans with Disabilities Uniform Services Employment and Reemployment Rights Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)as amended; • under ● 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 federal Federal, state or state statutelocal law (statutory, regulatory or otherwise) that may be legally waived and released; • and ● any tort and/or contract claims, including any claims of defamation wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay 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 ▇▇. ▇▇▇▇▇▇▇ 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 benefitsunemployment laws, either under and/or any claims which cannot be waived by law.
(b) This Agreement may be used by the Massachusetts Wage ActInsys to completely bar any action or suit before any court, M.G.L. c. 149, §§ 148-150Carbitral, or otherwise; and • for damages administrative body, other than with respect to any claim under federal, state, local or other remedies of law relating to the obligations under this Agreement. Furthermore, ▇▇. ▇▇▇▇▇▇▇ specifically agrees that, except as set forth herein, he will not be entitled to any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to further payment of any bonus kind from Insys or its board of directors. Notwithstanding any provision hereof to the contrary, Insys agrees to continue to provide ▇▇. ▇▇▇▇▇▇▇ the applicable indemnification coverage he was entitled to receive as an ▇▇. ▇▇▇▇▇▇▇ officer of the Insys pursuant to his Indemnity Agreement dated April 15, 2013, with Insys for which an award has been determined but has not been paid during or against any claim, action or proceeding related to ▇▇. ▇▇▇▇▇▇▇’▇ employment by or in connection with the term provision of employment)consulting services to Insys after the Effective Date. In addition, ▇▇. ▇▇▇▇▇▇▇ shall be entitled to any statutory right tail coverage under Insys’s directors and officers insurance coverage if and as applicable to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct his service as an officer of Insys prior to the Bank under Separation Date.
(c) ▇▇. ▇▇▇▇▇▇▇ 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 applicable insurance policy, contracts, governing documents assignment or bylawsother right of substitution or subrogation to any such claim or right. In addition, nothing ▇▇. ▇▇▇▇▇▇▇ also represents that he has the full power and authority to enter into the waivers and releases set forth in this release shall affect my Agreement. With respect to the foregoing release, ▇▇. ▇▇▇▇▇▇▇ hereby waives all rights arising from or protection under law of any relationship that I may have with the Bank state, territory, country or any affiliated political division thereof, to the extent applicable, which purports to restrict or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights govern the granting of waivers and releases (such foregoing language is not intended to pursue Claims against individuals based on actions taken in their personal capacities indicate that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages law of any nature, jurisdiction other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect than Arizona is applicable to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement).
Appears in 1 contract
Sources: Separation and Consulting Agreement (Insys Therapeutics, Inc.)
Release of Claims. I voluntarily release The receipt of any benefits under this Agreement and forever discharge the BankExecutive’s acceptance of the provisions of this Agreement will be subject to the Executive agreeing that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its officers, its affiliated managers, supervisors, agents and related entitiesemployees. Executive, its predecessorson behalf of himself, his heirs, administrators, representatives, executors, successors and assigns, and each of them, hereby release the Company, its employee benefit plans and fiduciaries of such plans, and the current and former officersstockholders, directors, shareholdersofficers, employees, agents, attorneys, accountants successors and agents assigns, and each of them (the “Released Parties”) of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsduties, debtsobligations, damages actions and liabilities causes of every name and natureaction, whether now known or unknown (“Claims”) thatunknown, as of which the date when I sign this Release, I haveExecutive now has, ever had, now claim or shall or may hereafter have against the Released Parties, or any of them, based upon or arising out of, directly or indirectly, any matter, cause, fact, thing, act or omission whatsoever occurring or existing any time up to have and including the date you sign this letter Agreement, including, but not limited to, any claims arising from or ever claimed related to have had against any your employment with the Company or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • , any and all claims relating to, or arising from, your right to purchase, or actual purchase of wrongful discharge; • shares of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII stock of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sortCompany, including, without limitation, compensatory damagesany claims for fraud, punitive damagesmisrepresentation, injunctive relief breach of fiduciary duty, breach of duty under applicable state corporate law, and attorney’s fees; providedsecurities fraud under any state or federal law and any claims of breach of contract, howeverwrongful termination, that this release shall not affect my rights fraud, defamation, infliction of emotional distress or discrimination due to national origin, race, religion, age, sex, sexual orientation, disability or other discrimination or harassment under the Bank’s Section 401(k) planCivil Rights Act of 1964, any other “employee benefit plan” as defined the Civil Rights Act of 1991, the Age Discrimination in Section 3(3) Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)Older Workers Benefit Protection Act, my continuing rights the Family and Medical Leave Act, the California Family Rights Act, the California Fair Employment and Housing Act, and the California Labor Code, including, but not limited to California Labor Code Sections 1400-1408 or any other applicable law. The foregoing release shall not extend to any right of indemnification you have or may have of liabilities arising from your actions within the course and scope of your employment for the Company. The Company and Executive agree that the release set forth in this section will be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Agreement (including the right to payment this Agreement. Executive acknowledges and agrees that any breach of any bonus for which an award has been determined but has not been paid during provision of this Agreement will constitute a material breach of this Agreement and will entitle the term of employment), any statutory right Company immediately cease all benefits provided to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank Executive under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 1 contract
Release of Claims. I In consideration for, among other terms, the Company’s offer to continue to employ you during the Termination Period and the Severance Benefits, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank Company and the termination of my employmentdecision that your employment with the Company will end no later than April 4, 2017; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • under any other federal or state statute; • of defamation or other torts; • of violation of public policystatute (including, without limitation, Claims under the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, commissions, additional stock grants, unvested stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.;
Appears in 1 contract
Release of Claims. I In consideration for, among other terms, the Consulting Period, the Consulting Fees, the COBRA Payments, and other benefits described above, you voluntarily release and forever discharge the BankCompany, its Parent and affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersmembers, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, Chapter 151B of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BLaws, and the California Fair Employment and Housing Act); • under any other federal or state statute; • of defamation or other torts; • of violation of public policystatute (including, without limitation, Claims under the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, units, restricted common units, options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s attorneys’ fees; provided, however, that this release shall not not: (i) affect my your vested rights under the BankCompany’s ERISA plans, including but not limited to its Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3; (ii) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing affect your rights under this Agreement; (iii) release the Agreement Company from any obligation which cannot be released as a matter of law, including, but not limited to, obligations under workers’ compensation or unemployment compensation laws; (including the right to payment of iv) release any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank arising under any applicable insurance policy, contracts, governing documents equity plan or bylaws. In addition, nothing in this agreement; or (v) release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my of your rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in coverage and indemnification under the Company Bylaws, Company’s directors’ and officers’ liability insurance policies, Company’s employment practices liability insurance policies, and any way other applicable Company plans or policies, subject to my employment with the Bank or its terminationterms and conditions of same. I You agree that I shall not seek or to accept damages of any nature, other equitable or legal remedies for my your own benefit, attorney’s fees, benefit or attorneys’ fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.
Appears in 1 contract
Sources: Strategic Advisor & Transition Agreement (Moderna, Inc.)
Release of Claims. I voluntarily You hereby agree that by signing this Agreement and accepting the Separation Pay, Separation Benefits, Accelerated Vested Option and 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 Company(1) whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release and forever discharge herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the BankCompany seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever
(1) For the purposes of this Section 7, the parties agree that the term “Company” shall include OvaScience, Inc., its affiliated divisions, affiliates, parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current any of its and former their respective officers, directors, shareholders, employees, consultants, contractors, attorneys, accountants agents and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releaseesassigns. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Effective 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 Company or the termination thereof, including, without limitation: · Claims under any state or federal statute, regulation or executive order (as amended through the Effective Date) relating to employment, discrimination, fair employment practices, or other terms and conditions of age discrimination or retaliation under employment, including but not limited to the Age Discrimination in Employment ActAct and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), Claims the Civil Rights Acts of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Americans With Disabilities Act (42 U.S.C. § 12101 et seq.), the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1 et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93 §102), the Massachusetts Civil Rights Act (M.G.L. c. 12 §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214 § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214 § 1C), and any similar Massachusetts or other state or federal statute. · Claims under any Massachusetts (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to leaves of absence, layoffs or reductions-in-force, wages, hours, or other terms and conditions of employment, including but not limited to the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 ▇.▇.▇. §▇▇▇▇ et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.) the Massachusetts Wage Act (M.G.L. c. 149 § 148 et. seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1 et. seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149 § 105A), and any form similar Massachusetts or other state or federal statute. Please note that this section specifically includes a waiver and release of discrimination Claims that you have or retaliation that is prohibited may have regarding payments or amounts covered by the Massachusetts General Laws Chapter 151B); • under any other federal Wage Act or state statute; • of defamation or other torts; • of violation of public policy; • the Massachusetts Minimum Fair Wages Act (including, for instance, hourly wages, bonusessalary, incentive compensationovertime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or any other compensation or benefitsseverance pay), either as well as Claims for retaliation under the Massachusetts Wage Act or the Massachusetts Minimum Fair Wages Act, M.G.L. c. 149, §§ 148-150C, . · Claims under any state or otherwise; and • for damages or other remedies of any sortfederal common law theory, including, without limitation, compensatory damageswrongful discharge, punitive damagesbreach of express or implied contract, injunctive relief promissory estoppel, unjust enrichment, breach of a covenant of good faith and attorney’s feesfair 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. · Claims under any state or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any similar Massachusetts or other state or federal statute. · Claims under any Company compensation, benefit, stock option, incentive compensation, bonus, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation the Second Option Agreement, the Unvested Shares under the First Option Agreement, the Plan, and the employment letter agreement between you and the Company dated December 19, 2012 (the “Employment Agreement”) but not including the Accelerated Vested Option. · Any other Claim arising under any other state or federal law. Notwithstanding the foregoing, this Section 7 does not: · release the Company from any obligation expressly set forth in this Agreement or from any obligation, including without limitation obligations under the Workers Compensation laws, which as a matter of law cannot be released; provided· prohibit you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); · prohibit you from participating in an investigation or proceeding by the EEOC or any comparable state or local agency; · release or waive any claims that may arise after the Separation Date; · prohibit you from challenging or seeking a determination in good faith of the validity of this release or waiver under the ADEA and does not impose any condition precedent, penalty, or costs for doing so unless specifically authorized by federal law. · release or waive claims to vested benefits; · release or waive your rights to indemnification and defense that exist at the time you execute this Agreement; and/or · release your claim to unemployment compensation which the Company will not contest; provided that, the Company shall not be required to falsify any information that it provides to the Massachusetts Department of Unemployment Assistance related to your application for unemployment benefits. Your waiver and release, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, are intended to be a complete bar to any other “employee recovery or personal benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right by or to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees you with respect to any Claim released by claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. You acknowledge and agree that, but for providing this Releasewaiver and release, you would not be receiving the Separation Pay, Separation Benefits and the Accelerated Vested Option being provided to you under the terms of this Agreement. I represent You further agree that I have not assigned should you breach this Section 7, the Company, in addition to any third party other legal or equitable remedy available to the Company, shall be entitled to recover the Separation Pay, the Accelerated Vested Option and I have not filed with any agency or court any Claim released by cost of Separation Benefits provided to you pursuant to Section 2 of this ReleaseAgreement.
Appears in 1 contract
Release of Claims. I voluntarily release (i) You hereby acknowledge and forever discharge agree that by signing this Agreement and accepting the BankConsideration, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries you are waiving your right to assert any form of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents legal claim against Kiniksa (as defined in footnote number 1 to this Agreement) of any kind whatsoever from the beginning of time through and all including the date on which you sign this Agreement, except for claims related to the Company’s failure to perform its obligations under this Agreement. Your waiver and release is intended to bar any form of the foregoing in their official and personal capacities legal claim, charge, complaint or any other form of action (collectively jointly referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as against Kiniksa seeking any form of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesrelief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the release recovery of all Claims: • relating to my employment by the Bank and the termination any damages or any other form of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against Kiniksa up through and including the date on which you sign this Agreement. You understand that there could be unknown or unanticipated Claims of age discrimination resulting from your employment with Kiniksa and the termination thereof and agree that such Claims are intended to be, and are, included in this waiver and release.
(ii) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claims arising from or retaliation related to your employment relationship with the Company or the termination thereof, including without limitation:
(a) Claims under any local, state or federal discrimination, harassment, fair employment practices or other employment related statute, regulation or executive order, including, without limitation, the Massachusetts Fair Employment Practices Act (also known as Chapter 151B), the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Act (“ADEA”) and Title VII of the Civil Rights Act of 1964 and 1964, each as they may have been amended through the Effective Date;
(b) Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other local, state or federal employment related statute, regulation or state statute; • of defamation or other torts; • of violation of public policy; • for executive order relating to wages, bonuseshours, incentive compensationwhistleblowing, vacation pay leaves of absence or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; terms and • for damages or other remedies conditions of any sortemployment, including, without limitation, compensatory damagesthe Family and Medical Leave Act of 1993, punitive damagesthe Worker Adjustment and Retraining Notification (WARN) Act, injunctive relief the Massachusetts Payment of Wages Law (Massachusetts General Laws ▇▇▇▇▇▇▇ ▇▇▇, §§ ▇▇▇, ▇▇▇), ▇▇▇▇▇▇▇▇▇▇▇▇▇ General Laws Chapter 149 in its entirety and attorney’s feesMassachusetts General Laws Chapter 151 in its entirety (including, without limitation, the sections concerning payment of wages, minimum wage and overtime), each as they may have been amended through the Effective Date. You specifically acknowledge that you are waiving any Claims for unpaid wages under these and other statutes, regulations and executive orders;
(c) Claims under any local, state or federal common law theory; providedand
(d) any other Claim arising under other local, howeverstate or federal law.
(iii) Because you are over 40 years of age, that this release shall not affect my you are granted specific rights under the Bank’s Section 401(k) plan, any other Older Workers Benefit Protection Act (“employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3OWBPA”), my continuing which prohibits discrimination on the basis of age. The release set forth in this Section 6 is intended to release any rights under you may have against Kiniksa alleging discrimination on the Agreement basis of age. You have twenty-one (including 21) days to consider and accept the right provisions of this Agreement, and you agree that any changes to payment this Agreement, whether material or immaterial, will not restart the running of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsthis period. In addition, you may rescind your assent to this Agreement if, within seven (7) days after the date you sign this Agreement, you deliver a written notice of rescission. To be effective, such notice of rescission must be postmarked, and sent by certified mail, return receipt requested, or delivered within the seven-day period to Kiniksa Pharmaceuticals Corp., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Chief Legal Officer.
(iv) Consistent with federal and state discrimination laws, nothing in this release shall affect my rights arising be deemed to prohibit you from any relationship that I may have challenging the validity of this release under federal or state discrimination laws or from filing a charge or complaint of age or other employment related discrimination with the Bank Equal Employment Opportunity Commission (“EEOC”) or similar state agency, or from participating in any affiliated investigation or related entity as a customer proceeding conducted by the EEOC or a clientsimilar state agency. FurthermoreFurther, nothing in this release or Agreement shall affect my be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under federal or state discrimination laws, or the Company’s right to pursue Claims against individuals based on actions taken seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to you under this Agreement in their personal capacities the event that are unrelated you successfully challenge the validity of this release and prevail in any way to my employment with the Bank claim under federal or its termination. I agree that I state discrimination laws.
(v) The general release in this Paragraph 6 shall not seek limit any right you may have to receive a whistleblower award or accept damages of any nature, other equitable bounty for information provided to the Securities and Exchange Commission.
(vi) The general release in this Paragraph 6 is not affected or legal remedies for my own benefit, attorney’s fees, or costs from any limited by the recitation of the Releasees with respect to any Claim released by specific releases in this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseParagraph 6.
Appears in 1 contract
Sources: Separation Agreement (Kiniksa Pharmaceuticals, Ltd.)
Release of Claims. I voluntarily release In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Severance Amount and payment of health insurance continuation premiums, you hereby generally and completely release, acquit and forever discharge the Bank, Company and its affiliated and related parent or subsidiary entities, successors, predecessors and affiliates, and its predecessorsand their directors, successors officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. Further, notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that release granted in this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsparagraph. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermoreyou covenant not to s▇▇, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feesinitiate, or costs from continue any of the Releasees legal or administrative proceeding with respect regard to any Claim or all claims you have released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseherein.
Appears in 1 contract
Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankEmployment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween [______] (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless Executive executes this Release, Executive, for and on behalf of Executive and Executive’s heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that Executive intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d), (e) or (f) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); • or (ii) any claims or rights to indemnification that Executive may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under affiliate of the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150CCompany is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.
Appears in 1 contract
Sources: Employment Agreement (Performance Sports Group Ltd.)
Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansIn consideration for, and as a condition of the current benefits and former other consideration under this Agreement, to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim Agreement that are related in any way to have or ever claimed to have had against any arise in connection with your employment with Yahoo! or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my your Yahoo! employment. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (4) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any Retraining Notification Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesjurisdictions, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing rights the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions, but not including claims under the federal Age Discrimination in Employment Act of 1967, as amended. This general release does not include or release any of your rights to indemnification (or benefits to you of any insurance coverage that may exist) including those pursuant to paragraph 14 of this Agreement. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement (includes a release of claims of discrimination or retaliation on the basis of workers’ compensation status, but does not include workers’ compensation claims. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between employer and employee, including but not limited to the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.
Appears in 1 contract
Sources: Separation Agreement (Yahoo Inc)
Release of Claims. I voluntarily release In exchange for the compensation, benefits and forever discharge other consideration to be provided to Employee under the BankCoC Agreement that Employee is not otherwise entitled to receive, its affiliated Employee hereby generally and related entities, its predecessors, successors completely releases XOMA and assigns, its employee benefit plans and fiduciaries of such plansXOMA (US) LLC, and the current their past and former present officers, agents, directors, employees, investors, shareholders, employeesadministrators, partners, attorneys, accountants agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and agents of successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to s▇▇ or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the foregoing in their official and personal capacities date Employee signs this Release Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include but are not limited to:
(a) that, as all claims arising out of the date when I sign this Release, I have, ever had, now claim or in any way related to have Employee’s employment with XOMA or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • ;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of wrongful discharge; • shares of stock of XOMA);
(c) all claims for breach of contract; • , wrongful termination and breach of retaliation or discrimination under the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment ActAct of 1967 (the “ADEA”), Claims of disability discrimination or retaliation under the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the California Fair Employment and Housing Act and the California Labor Code, my continuing rights and all amendments to and 164697903 v6 regulations issued under each such statute;
(f) all claims for violation of the Agreement federal or any state constitution;
(including the right to payment g) all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination; and
(h) all claims for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status attorneys’ fees and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasecosts.
Appears in 1 contract
Release of Claims. I voluntarily (a) Consultant, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Bank, its affiliated Company and related entities, its all predecessors, successors and assignstheir respective parent corporations, its employee benefit plans and fiduciaries of such plansaffiliates, related, and/or subsidiary entities, and the current all of their past and former officerspresent investors, directors, shareholders, officers, general or limited partners, employees, attorneys, accountants agents and agents representatives, and employee benefit plans in which Consultant is or has been a participant by virtue of his employment with the Company, from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, debts, demands, debtsaccounts, damages judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liabilities liability of every name kind and naturecharacter whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have which Consultant has or ever claimed to may have had against such entities based on any events or all of circumstances arising or occurring on or prior to the Releasees. This includesdate hereof, without limitationarising directly or indirectly out of, the release of all Claims: • relating to my to, or in any other way involving in any manner whatsoever Consultant’s employment by the Bank Company or the separation thereof, and the termination of my any and all claims arising under federal, state, or local laws relating to employment; • , including without limitation claims of wrongful discharge; • of , breach of express or implied contract; • , fraud, misrepresentation, defamation, or liability in tort, claims of retaliation any kind that may be brought in any court or discrimination under federaladministrative agency, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any claims arising under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Age Discrimination in Employment Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150Cthe Older Workers Benefit Protection Act (the “OWBPA”), or otherwise; and • for damages or other remedies of any sortthe Fair Labor Standards Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the Family and Medical Leave Act, my continuing rights under and similar state or local statutes, ordinances, and regulations.
(b) The Company, on behalf of itself and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities hereby agrees to release and forever discharge Consultant and his executors, heirs, administrators, representatives and assigns from any and all Claims the Agreement (including the right to payment of any bonus for which an award Company has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims may have had against me Consultant based on my status and conduct as an officer of any events or circumstances arising or occurring on or prior to the Bank under any applicable insurance policydate hereof, contractsarising directly or indirectly out of, governing documents relating to, or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any other way to my involving in any manner whatsoever Consultant’s employment with by the Bank Company or its termination. I agree that I shall not seek or accept damages of any naturethe 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, other equitable or legal remedies for my own benefitWHICH 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, attorney’s feesWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseTHE COMPANY AND CONSULTANT HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE THEREUNDER AGAINST THE OTHER PARTY, 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) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT;
(ii) HE HAS FORTY-FIVE (45) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND
(iii) HE 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. I voluntarily release Employee hereby releases and forever discharge waives any and all claims, whether or not now known, that Employee has or might have against the Bank, Company or any of its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and and/or former officers, directors, shareholdersemployees, employeesagents, investors, attorneys, accountants shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, subsidiaries, predecessor and agents of any successor corporations, and all of the foregoing in their official and personal capacities assigns (collectively referred to as the “Releasees”) generally arising from all claimsany omissions, demandsacts, debtsfacts, or damages that have occurred up until and liabilities of every name and nature, known or unknown (“Claims”) that, as of the including that date when I sign Employee signed this Supplemental Release, I haveincluding, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitationbut not limited to, the release of all Claimsfollowing: • relating to my employment by (a) claims arising under the Bank and federal or any state constitution; (b) claims arising under the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation federal or discrimination under federalany state statute, state or local law (including, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Rehabilitation Act of discrimination or retaliation that is prohibited by 1973, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Americans with Disabilities Act of defamation or other torts; • of violation of public policy; • for wages1990, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149the Fair Labor Standards Act, §§ 148-150Cthe Fair Credit Reporting Act, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the Family and Medical Leave Act, my continuing rights the Immigration Reform and Control Act, the California Family Rights Act, the California Labor Code, and the California Workers’ Compensation Act; (c) claims arising under federal, state or local laws prohibiting discrimination in employment, including laws prohibiting discrimination in employment on the Agreement basis of race, sex, age, disability, national origin, or religion, such as the California Fair Employment and Housing Act; (including the d) claims for misclassification, wrongful discharge, breach of contract, breach of contract, breach of public policy, physical or mental harm or distress; (e) any claim for attorneys’ fees and costs; (f) any and all claims relating to, or arising from, Employee’s right to payment purchase, or actual purchase of any bonus for which an award has been determined but has not been paid during the term shares of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer stock of the Bank under Company; (g) any applicable insurance policyclaims of amounts due for fees, contractscommissions, governing documents expenses, salary, bonuses, profit sharing, fringe benefits; and (h) any and all other claims arising from Employee’s relationship with the Company or bylawsthe termination of that relationship, including, but not limited to, claims that may have arisen since the date Employee signed the Agreement. In addition, nothing Employee agrees that Employee will not file any legal action asserting any such claims. Employee agrees that the release set forth in this release Section 2 shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity be and remain in effect in all respects as a customer complete general release as to the matters released. This release does not extend to: (i) any obligations incurred under this Supplemental Release; or (ii) claims that cannot be released as a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages matter of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.
Appears in 1 contract
Sources: Separation Agreement (Ambarella Inc)
Release of Claims. I voluntarily release In partial consideration of the payments and forever discharge benefits described in Section 4 of the BankAmended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, its affiliated by and related entitiesbetween ▇▇▇▇▇ ▇▇▇▇▇ (“Executive”) and ▇▇▇▇▇ Hockey, its predecessorsInc., successors a Vermont corporation (the “Company”), to which Executive agrees Executive is not entitled until and unless he executes this Release, Executive, for and on behalf of himself and his heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its employee benefit plans affiliates and fiduciaries of such planstheir respective shareholders, and the current and former officerssubsidiaries, successors, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal capacities (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities by reason of every name and nature, known facts or unknown omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”) that), as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under federal, state or local law (includinglaws pertaining to employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims the Civil Rights Act of disability discrimination or retaliation under 1991, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, all as amended, and Claims all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws relating to employment, compensation or related benefits. Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not include: (i) any claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any form equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BEmployment Agreement (as applicable); • or (ii) any claims or rights to indemnification that he may have under any other federal the certificate of incorporation, the by-laws or state statute; • equivalent governing documents of defamation the Company or other torts; • its subsidiaries or affiliates, the laws of violation the State of public policy; • for wages, bonuses, incentive compensation, vacation pay Vermont or any other compensation state of which any subsidiary or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Caffiliate is a domiciliary, or otherwise; any indemnification agreement between Executive and • for damages the Company, or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank insurance coverage under any applicable directors’ and officers’ personal liability insurance or fiduciary insurance policy, contracts, governing documents ; or bylaws. In addition, nothing in this release shall affect my rights arising from (iii) any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights claims to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasevested benefits.
Appears in 1 contract
Sources: Employment Agreement (Performance Sports Group Ltd.)
Release of Claims. I In consideration for, among other terms, the Severance Benefits and the Company’s obligations described in the preamble to this Agreement, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • · relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • · of wrongful dischargedischarge or violation of public policy; • · of breach of contract; • · of defamation or other torts; · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • · under any other federal or state statutestatute (including, without limitation, Claims under the Worker Adjustment and Retraining Notification Act or the Fair Labor Standards Act); • of defamation or other torts; • of violation of public policy; • · for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your rights under this Agreement, including the Bank’s Section 401(k) planPreamble, your vested rights under any other “employee benefit plan” as defined in Section 3(3) of plan or the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the Equity Documents; or your right to payment 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 any bonus for which an award has been determined but has your employment. You agree not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.
Appears in 1 contract
Sources: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Release of Claims. I voluntarily release a. As a condition of the Company’s willingness to enter into this Separation Agreement, and in consideration for the Severance and the agreements of the Company contained in this Separation Agreement, the Executive, with the intention of binding himself, his heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Releasors”), hereby releases, waives and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansthe Releasees from, and the current hereby acknowledges full accord and former officerssatisfaction of, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of action, damages and liabilities of every name and natureany kind whatsoever (upon any legal or equitable theory, known whether contractual, common law or unknown (“Claims”) thatstatutory, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that the Executive ever had, now has or hereafter may have against the Company and the Releasees up to and including the date the Executive executes this Separation Agreement. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
(i) any and all claims relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment;
(ii) any and all claims of employment discrimination, harassment or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Family Medical Leave Act, the Health Insurance Portability and Claims Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Constitution of the State of New York, the New York State Human Rights Law, the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour 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, the Constitution of the State of Illinois, and the Illinois Human Rights Act, the Constitution of Nevada, Nevada Revised Statutes (“N.R.S.”) § 608.017 (wage discrimination based on sex), N.R.S. §§ 613.310 - 613.345 (unlawful employment practices), the Nevada Occupational Safety and Health Act (N.R.S. § 618.005 et seq.), any form Nevada state civil rights act, any state statutory wage claim as set forth in Chapter 608 of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under Nevada Revised Statutes, and any other federal laws of the State of Nevada, including as all of the aforementioned federal, state, and local laws as have been or state statute; • of defamation or other torts; • of violation of public policy; • may be amended;
(iii) any and all claims for wages, bonuses, incentive compensation, vacation pay or any other compensation or employee benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damagesany and all claims under the Employee Retirement Income Security Act of 1974, punitive damages, injunctive relief and attorney’s feesas 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 The Healing Company 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, 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 shall does not affect my 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 benefits under any applicable welfare, retirement and/or pension plans; (iii) rights to defense and indemnification, if any, from the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined Company for actions taken by you in Section 3(3) the course and scope of the Employee Retirement Income Security ActExecutive’s employment with the Company; (iv) claims, 29 U.S.C. § 1002(3)actions, my continuing or rights arising under or to enforce the Agreement terms of this Separation Agreement; and/or (including v) the right to payment of any bonus for which file a charge with an award has been determined but has not been paid during administrative agency or participate in an agency investigation; provided, however, that the term of employment), any statutory Executive hereby waives his right to earned but unpaid wages, including vacation pay, statutory recover any money in connection with such charge or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsinvestigation. In additionMoreover, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank Separation Agreement limits or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feeswaives, or costs from 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. The Executive and the other Releasors Releasing Parties covenant not to sue the Company or any of the other Releasees with respect to for any Claim claims, demands, causes of action, and liabilities of any kind released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseunder the provisions of Sections 7.a.-c., above.
Appears in 1 contract
Release of Claims. I voluntarily release Employee acknowledges that the consideration in Paragraph 2 of the Agreement represents full and final payment of all claims by Employee against the Company, and is in excess of what Employee would otherwise be entitled by virtue of her/his employment. By signing this Additional Release, Employee completely and forever discharge releases the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansCompany, and the current and former officersany past, present, or future direct or indirect owners, shareholders, directors, shareholdersofficers, employees, attorneys, accountants agents, insurers, partners, employee benefit plans, predecessors and agents successors in interest, beneficiaries, executors, administrators, personal representatives, heirs, successors, and assigns of the Company and any other persons, firms, corporations, or entities with which the Company has been, is now, or may hereafter be affiliated (collectively, the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all known or unknown claims, demands, debtsgrievances, damages and liabilities or lawsuits arising out of every name and natureor in any way relating to any event, known matter, or unknown (“Claims”) that, as of the date when I sign occurrence existing or occurring before Employee signs this Additional Release, I haveincluding, ever hadbut not limited to, now claim to have claims that involve or ever claimed to have had against any arise from the employment relationship between Employee and the Company, or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • that relationship. This general release includes, but is not limited to, claims, demands, grievances, or lawsuits that arise under any of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under following: Title VII of the Civil Rights Act of 1964 and Claims 1964; 42 U.S.C. § 1981; the Age Discrimination in Employment Act of any form of discrimination or retaliation that is prohibited by 1967; the Massachusetts General Laws Chapter 151B)Pregnancy Discrimination Act; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Equal Pay Act; the Genetic Information Non-Discrimination Act; the Worker Adjustment and Retraining Notification Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the Health Insurance Portability and Accountability Act; the Fair Credit Reporting Act; the False Claims Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Rights Act; any amendments to the foregoing laws; any other federal, 29 U.S.C. § 1002(3)state, my continuing local, or foreign constitution, statute, ordinance, or regulation; or any other theory of recovery including, but not limited to, claims of discrimination, harassment, or retaliation of any kind, wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, unfair business practices, wage and hour claims of any kind, whether for non-payment, late payment, overtime, misclassification, rest breaks, meal periods, bonuses, reimbursements, deductions, and/or penalties, tort claims of any kind, whether for intentional or negligent infliction of emotional distress, personal injury, defamation, and/or invasion of privacy, and any other common law legal or equitable claims. This release includes any and all claims between Employee and the Company that exist as of Employee’s execution of this Additional Release, even if the facts and/or legal theories supporting those claims are unknown to Employee at this time. This release binds Employee as well as her/his marital community, heirs, and assigns. Excluded from this release are any claims or rights under the Agreement (which cannot be waived by law, including the Employee’s right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseunemployment compensation benefits.
Appears in 1 contract
Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans(a) In consideration for, and as a condition to receiving the current benefits described in Sections 2 through 5 hereof to which you are not otherwise entitled, and former in consideration for your continued employment with the Company through the Separation Date, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Party”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (1) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Worker Adjustment and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151BRetraining and Notification Act (as amended); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3Act of 1974 (as amended), my continuing the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended). 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 with respect to your employment with the Company or the termination thereof. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver, release and promises specified in this Section 13(a) do not apply to any rights under or claims that may arise after the Agreement date you sign this Agreement.
(b) Excluded from this release are any claims which cannot be waived by law in a private agreement between employer and employee, including but not limited to, the right to payment enforce this Agreement and recover for any breach of any bonus for which it, rights under California Labor Code Section 2802, and the right to file a charge with or participate in an award has been determined but has not been paid during investigation conducted by the term of employment)Equal Employment Opportunity Commission (“EEOC”) or state or local fair employment practices agency. You waive, however, any statutory right to earned but unpaid wages, including vacation pay, statutory any monetary recovery or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of other relief should the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank EEOC or any affiliated or related entity as other agency pursue a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based claim on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseyour behalf.
Appears in 1 contract
Sources: Separation Agreement (Yahoo Inc)
Release of Claims. I voluntarily release a. Except as separately provided in Section 2(c) of this Second Release, Employee, on behalf of himself and on behalf of the Releasing Parties (defined in Section 8a of the Agreement), in consideration of Employer’s promises, including but not limited to Employer’s promise to pay the Payments, unconditionally and irrevocably releases and forever discharge discharges the BankReleased Parties (defined in Section 8a of the Agreement), its affiliated of and related entitiesfrom, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official claims and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and naturedemands whatsoever, known or unknown (“Claims”) thatunknown, as at law and in equity, in contract or in tort, and any statutory claim for relief of the date when I sign this Releaseany nature, I haveand agrees not to ▇▇▇ and not to assert against them any such claims or demands or any other causes of action in any court or before any agency or commission of a local, ever hadstate and federal government, now claim arising, alleged to have or ever claimed arisen, which may have been alleged to have had against arisen, or which may arise under any law whatever, and whether such claims are pursued in a personal or all of the Releasees. This includesindividual capacity, or in a representational or relator capacity, including but not limited to any federal, state, or municipal anti-discrimination laws, anti-retaliation laws, or any “whistleblower” laws, including without limitation, as amended, the release Equal Pay Act of all Claims: • relating to my employment by 1963, the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Federal or discrimination under federal, state or local law (including, without limitation, State False Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities ActAct of 1990, Claims the Rehabilitation Act of discrimination or retaliation under 1973, Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Acts of 1866 and Claims 1991, the Age Discrimination in Employment Act of any form 1967, the Older Workers Benefit Protection Act of discrimination or retaliation that is prohibited by 1990, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Family and Medical Leave Act of defamation or other torts; • of violation of public policy; • for wages1993, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Florida Civil Rights Act, M.G.L. c. 149the Worker Adjustment and Retraining Notification Act of 1989, §§ 148-150Cthe National Labor Relations Act of 1935, or otherwise; the Occupational Safety and • for damages or other remedies Health Act of any sort1970, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) planGenetic Information Nondiscrimination Act of 2008, any other “employee benefit plan” as defined in Section 3(3) of state or federal whistleblower act, the Employee Retirement Income Security Act of 1974, the Bank Secrecy Act, 29 U.S.C. § 1002(3)▇▇▇▇▇▇▇▇-▇▇▇▇▇ or the Patriot Act, my continuing rights under the Agreement (including the right to payment that Employee ever had, now has, or which he or his heirs, executors, administrators, attorneys, or assigns, or any of them, hereafter can, shall or may have, for or by reason of any bonus for which an award has been determined but has not been paid during cause whatsoever, based on any set of facts known or unknown, arising or occurring prior to or on the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or Effective Date. Employee agrees that the legal rights and claims he is giving up include all common law rights and claims, such as a breach of indemnification express or defense implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for claims against me based on my status fraud, omission or misrepresentation. Employee also agrees that he is giving up and conduct as an officer forever releasing any right he may have to attorneys’ fees for any of the Bank rights and claims described in this Article.
b. Employee represents and warrants that he: (i) has received all wages (including overtime) required to be paid to Employee under the Fair Labor Standards Act and/or any applicable similar state law (collectively referred to as “FLSA”) for work performed on or before the Effective Date; and (ii) does not claim that Released Parties have violated or denied any of his rights under FLSA. Employee releases and forever discharges, to the extent permitted by law, Employer and the other Released Parties from any claim under FLSA (“FLSA Claim”), including all attorneys’ fees, costs, and expenses incurred by Employee in connection with any such FLSA Claim. To the extent required by law to affect such release, Employee agrees furthermore to enter into any such waiver or settlement agreement with respect to any FLSA Claim as may be required by the Department of Labor or any court of competent jurisdiction.
c. The claims that the Employee is giving up and releasing in this Article do not include his vested rights (as reflected on his most recent participant account statement and adjusted for investment earnings and losses and expenses since that date) under the Health Management Associates, Inc. Retirement Savings Plan, or his COBRA, unemployment insurance policyand workers’ compensation rights, contractsif any. Nothing in this Second Release shall be construed to constitute a waiver of: (i) any claims that Employee may have against the Released Parties that arise from events that occur after the Effective Date; (ii) his right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this release of all claims; (iii) his right to participate in any administrative or court investigation, governing documents hearing or bylawsproceeding; or (iv) any other right that he cannot waive as a matter of law. Employee does, however, hereby waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed by Employee or anyone on Employee’s behalf. In addition, nothing the release of all claims set forth in this release shall Second Release does not affect my Employee’s rights arising from any relationship that I may have as expressly created by this Second Release, and does not limit Employee’s ability to enforce this Second Release. Nothing in this Agreement constitutes a waiver by Employee of his right to file a charge with the Bank Equal Employment Opportunity Commission (or any affiliated comparable state agency) concerning matters arising during Employee’s employment with Employer; however, Employee hereby waives the right to any recovery, whether equitable or related entity monetary, as a customer the result of any such charge or a clientany proceeding. Furthermore, nothing Nothing in this release Agreement shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated restrict in any way Employee’s right to my employment bring a claim challenging the validity of the foregoing release with regard to a claim under the Bank Age Discrimination in Employment Act.
d. Nothing in this Second Release constitutes or its termination. I agree that I shall not seek should be construed to constitute any admission or accept damages evidence of any natureliability or violation of any federal, other equitable state or legal remedies for my own benefit, attorney’s fees, local law or costs from the common law on the part of Released Parties. Employee acknowledges and agrees that Released Parties deny any of the Releasees with respect to any Claim released by this Release. I represent such liability and that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Employer is
Appears in 1 contract
Sources: Resignation and Release Agreement (Health Management Associates Inc)
Release of Claims. I voluntarily release a. For good and valuable consideration, including without limitation the payments and benefits provided by paragraph 2 above, Executive hereby voluntarily, knowingly and willingly releases, acquits and forever discharge discharges the BankCompany and its former, its affiliated current and related entitiesfuture parents, its subsidiaries, divisions, affiliates, predecessors, successors and assigns, its employee benefit plans and fiduciaries each of such planstheir current, former and the current and former future agents, employees, officers, directors, shareholders, employeesmembers, trustees, heirs, joint venturers, attorneys, accountants representatives, owners and agents of servants,(collectively, the “Company Entities”) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscosts or expenses of any kind or nature whatsoever (collectively, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that), as of the date when I sign this Releasewhether known or unknown, I haveforeseen or unforeseen, that Executive ever had, now claim has or may have based upon any matter, fact, cause or thing, occurring from the beginning of time up to and including the date Executive executes this Agreement regarding, arising out of or relating to Executive’s employment with the Company or any events that may have occurred during the course of Executive’s employment or ever claimed to have had against any or all the termination of the ReleaseesExecutive’s employment. This includes, without limitation, the a release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of any such Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract; • , wrongful discharge, disability benefits, life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations of retaliation public policy, defamation, fraudulent misrepresentation or discrimination inducements and severance pay. Executive is also specifically releasing any such rights or Claims Executive may have, if any, under federalcommon law or the Worker Adjustment Retraining and Notification Act, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment ActAct (“ADEA”) (which prohibits discrimination in employment based on age), Claims Older Workers Benefit Protection Act of disability 1990 (“OWBPA”) (which also prohibits discrimination or retaliation under the Americans with Disabilities Actin employment based on age), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Rehabilitation Act, M.G.L. c. 149the Labor Management Relations Act, §§ 148-150Cthe Equal Pay Act, or otherwise; and • for damages or other remedies of any sortthe Americans with Disabilities Act, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Employment Retirement Income Security Act, 29 U.S.C. § 1002(3)the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, my continuing the California Fair Employment and Housing Act, the California Family Rights Act, the California Constitution, the California Labor Code, all the above statutes as amended from time to time, and any other federal, state or local laws, rules, ordinances or regulations, whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Executive knows about, and those that Executive may not know about. By signing this Agreement, Executive is forever giving up Executive’s rights under to make the Agreement aforementioned Claims or demands.
b. It is a condition hereof, and it is Executive’s intention in the execution of the release in paragraph 5.a above, that the same shall be effective as a bar to each and every claim hereinabove specified, and in furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon Executive by Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the Release, which if known by him or her must have materially affected his or her settlement with the debtor.
c. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release (including the i) any claim or right to payment of any bonus indemnification and/or contribution Executive may have pursuant to applicable law or pursuant to the Company’s governance instruments for which an award has been determined but has not been paid acts committed during the term scope of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my Executive’s employment with the Bank Company; (ii) coverage, if any, under any Company liability insurance policy; (iii) any claim or its termination. I agree that I shall not seek right under state unemployment and workers’ compensation statutes; (iv) any right Executive may have to a vested benefit under any pension or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any welfare plan of the Releasees with respect to Company; (v) any Claim other claim or right that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to Executive that are expressly set forth in this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseAgreement.
Appears in 1 contract
Release of Claims. I You voluntarily release and forever discharge the BankCompany and its current and former predecessors, its affiliated successors, assigns, parent companies, subsidiaries, affiliates, and other related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries as well as all of such plans, and the their current and former agents, officers, directors, shareholdersemployees, employeesrepresentatives, attorneys, accountants and agents all persons acting by, through, under, or in concert with any of them (any and all of the foregoing in their official and personal capacities (collectively which are referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, demandsliabilities, debtsobligations, damages promises, agreements, causes of action, damages, losses, expenses, and liabilities debts of every name and natureany nature whatsoever, known or unknown (“Claims”) that), as of the date when I sign this Releasewhich you have, I claim to have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • Claims relating to my your employment and separation from employment with the Company; all Claims of discrimination, harassment and retaliation prohibited by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under any federal, state state, or local law (includingstatute, regulation, or ordinance, including without implication of limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, Massachusetts General Laws Chapter 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; • under and all other statutory and common law Claims. You also waive any other federal Claim for reinstatement, attorney’s fees, interest, or state statute; • of defamation costs, and all Claims for wages or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either (including but not limited to those under the Massachusetts Wage Act), M.G.L. c. 149provided that this Release shall not be construed to impair your right to enforce the terms of this Agreement or to waive any claims that may not by law be waived. Notwithstanding the foregoing, §§ 148-150Cthis Agreement will not be construed to (i) impair your right to 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, any subscription agreement, any stockholders’ agreement, or any other written agreement between 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, or otherwise; and • for damages , or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank protection under any applicable insurance policypolicy maintained by the Company, contracts, governing documents or bylaws(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 affect my rights arising 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 relationship that I may have other any federal, state or local agency charged with the Bank 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 affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my and all rights to pursue Claims against individuals individual relief (monetary or otherwise) based on actions taken claims asserted in their personal capacities that are unrelated in any way to my employment with the Bank such a charge or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feescomplaint, or costs from asserted by any third-party on your behalf, except where such a waiver of individual relief is prohibited (such as, for example in connection with an award for information provided to the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSEC).
Appears in 1 contract
Sources: Cfo Retention and Transition Agreement (Haemonetics Corp)
Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Section 2(a), (c), and (e) of the Separation Agreement (and any portion thereof), Executive hereby forever discharge releases, discharges and acquits the BankCompany, its affiliated present and related former subsidiaries and other affiliates, and each of the foregoing entities’ respective past, its present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives in their personal and representative capacities, its 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 current “Confirming Released Parties”), from liability for, and former officersExecutive hereby waives, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdamages, debtsor causes of action of any kind related to Executive’s employment with any Confirming Released Party, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my such employment; • , ownership of wrongful discharge; • the Company and any other acts or omissions related to any matter on or prior to the time that Executive executes this Confirming Release, whether arising under federal or state laws or the laws of breach of contract; • of retaliation or discrimination under any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local law (including, without limitation, Claims of age anti-discrimination or anti-retaliation under law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and Claims the Americans with Disabilities Act of 1990; (B) the Executive 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 hour law; (H) the Securities Act of 1933; (I) the Securities Exhibit 10.31 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 Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇ of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) any applicable state employment and securities laws; (P) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any form nature; or (Q) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of discrimination any kind; (ii) any allegation for costs, fees, or retaliation that is prohibited by other expenses including attorneys’ fees incurred in, or with respect to, a Further Released Claim; (iii) any and all rights, benefits, or claims Executive may have under any employment contract (including the Massachusetts General Laws Chapter 151BSeverance Agreement); • , incentive or compensation plan or agreement or under any other federal benefit plan, program or state statutepractice; • of defamation or other torts; • of violation of public policy; • and (iv) any claim for wages, bonuses, incentive compensation, vacation pay damages or benefits of any other compensation kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that any such claims exist or benefitsthat, either if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of this nature that Executive may have against any of the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. 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 RELEASED PARTIES.
(b) In no event shall the Further Released Claims include (i) any claim that arises after Executive signs this Confirming Release, (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA or (iii) any claim to indemnification under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, Indemnification Agreement that arises after Executive signs this Confirming Release. Further notwithstanding this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In additionliability, nothing in this release shall affect my 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 arising to recover any monetary or personal relief from any relationship that I may have with the Bank or any affiliated or related entity a Confirming Released Party as a customer result of such Governmental Agency proceeding or a clientsubsequent legal actions. FurthermoreFurther notwithstanding this release of liability, nothing in this release shall affect my rights Confirming Release limits Executive’s right to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way receive an award for information provided to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasea Governmental Agency.
Appears in 1 contract
Sources: Separation and General Release Agreement (Comscore, Inc.)
Release of Claims. I voluntarily release In exchange for the promises and covenants set forth herein, the Employee hereby releases, acquits, and forever discharge discharges the BankCompany, its affiliated parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former their officers, directors, shareholdersagents, servants, employees, attorneys, accountants shareholders, partners, successors, assigns, affiliates, customers, and agents clients of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimsclaims liabilities, demands, debtscauses of action, damages costs, expenses, attorneys' fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known or unknown and unknown, suspected and unsuspected, disclosed and undisclosed (“Claims”) that), as of the date when I sign this Release, I have, ever had, now claim (including but not limited to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (or cause of action including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment National Labor Relations Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Act of 1991, the Americans With Disability Act, the Federal Family and Medical Leave Act of 1993, the Vietnam Era Veterans Readjustment Assistance Act of 1974, and state and local laws, any allegation of wrongful termination and any claim arising out of the Constitution of the State of Nevada; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing), but only to the extent that such Claims directly or indirectly arise out of or are in any way connected with: (a) the Company’s employment of the Employee, (b) the termination of that employment, (c) the Company’s performance of its obligations as the Employee’s former employer; (d) claims or demands related to salary, bonuses, commissions, or (e) vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of discrimination or retaliation that is prohibited by compensation. The Employee agrees to indemnify and hold the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany and its shareholders, bonusesdirectors, incentive compensationofficers, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; agents and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising employees harmless from any relationship that I may have with the Bank liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any naturekind arising out of the Employee’s action or inactions, other equitable whether negligent or legal remedies for my own benefitotherwise, attorney’s feeswith respect to, or costs from any of in connection with the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party Severance Agreement and I have not filed with any agency or court any Claim released by this Releasethe Employment Agreement.
Appears in 1 contract
Sources: Employment Separation Agreement (Golden Phoenix Minerals Inc /Mn/)
Release of Claims. I voluntarily A. In exchange for the consideration provided herein, you agree to, and by signing this Agreement do, forever waive and release Quiksilver and forever discharge the Bank, each of its affiliated and or related entities, its predecessorsdivisions, successors and assignssubsidiaries, its employee benefit plans and fiduciaries of such plansfoundations, and the current and former licensees, shareholders, officers, directors, shareholders, employees, attorneysagents, accountants successors and agents of any and all of the foregoing in their official and personal capacities assigns (collectively referred to as the collectively, “ReleaseesReleased Parties”) generally ), from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, damages and liabilities expenses of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, any nature whatsoever which you ever had, now have, or may claim to have or ever claimed to have had against any or all of the Releasees. This includesReleased Parties, including, without limitation, the release any claim arising out of all Claims: • relating to my (i) any aspect of your employment by the Bank and or the termination of my employmentyour employment with the Company; • (ii) any restrictions on the right of wrongful dischargeQuiksilver to terminate your employment or any employment agreement with you; • (iii) any agreement, understanding or inducement, oral or written, express or implied, between you and any of breach of contract; • of retaliation or discrimination under federalthe Released Parties, state or local law including any employment agreement (including, without limitation, Claims that certain agreement dated May 25, 2005, and amended December 21, 2006); (iv) any stock options or restricted stock (other than as provided in Paragraph 3 of age discrimination this Agreement); and/or (v) any federal, state or retaliation under the Age Discrimination in Employment Actgovernmental constitution, Claims of disability discrimination statute, regulation or retaliation under the Americans with Disabilities Actordinance, Claims of discrimination or retaliation under including, without limitation, Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Age Discrimination in Employment Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief the California Fair Employment and attorney’s feesHousing Act; provided, however, that this release shall does not (a) affect my rights or claims that may arise after the date it is executed, (b) waive rights or claims arising out of this Agreement, or (c) waive any rights you may have to indemnity, under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. Labor Code § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory 2802 or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsotherwise. In addition, nothing in this the Released Parties hereby agree to forever waive and release shall affect my you from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and expenses of any nature whatsoever which they ever had, now have, or may claim to have against you.
B. Further, each party waives and relinquishes all rights arising from any relationship that I and benefits they may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any under Section 1542 of the Releasees with respect to any Claim released by this ReleaseCalifornia Civil Code. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Section 1542 reads as follows:
Appears in 1 contract
Release of Claims. I voluntarily release (a) As a condition of the Company’s willingness to enter into this Agreement and Release, and in consideration for the Separation Benefits and the agreements of the Company contained in this Agreement and Release, you, with the intention of binding yourself, your heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Releasors”), hereby release, waive and forever discharge the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansthe Releasees from, and the current hereby acknowledge full accord and former officerssatisfaction of, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of action, damages and liabilities of every name and natureany kind whatsoever (upon any legal or equitable theory, known whether contractual, common law or unknown (“Claims”) thatstatutory, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that you ever had, now have or hereafter may have against the Company and the Releasees up to and including the date of the execution of this Agreement and Release. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
i. any and all claims relating to or arising from your employment with the Company, the terms and conditions of that employment, and the termination of that employment;
ii. any and all claims of employment discrimination, harassment or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Exhibit 10.27 Americans with Disabilities Act, M.G.L. c. 149the Rehabilitation Act of 1973, §§ 148the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Fair Labor Standards Act, the Equal Pay Act, the ▇▇▇▇▇▇▇▇-150C▇▇▇▇▇ Act, 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 Rehabilitation Act; the; the Equal Pay Act; the Fair Credit Reporting Act, the Florida Civil Rights Act, the Florida Labor Code and the Florida Constitution, as such laws have been or otherwise; may be amended;
iii. any and • all claims for damages or other remedies of any sortemployee benefits, including, without limitation, compensatory damagesany and all claims under the Employee Retirement Income Security Act of 1974, punitive damages, injunctive relief and attorney’s feesas amended; provided, however, that nothing in this paragraph 5 is intended to release, diminish, or otherwise affect any vested monies or other vested benefits to which you 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 Agreement and Release, you represent and agree that the failure of this Agreement and Release to specifically identify or enumerate above any statute or common law theory under which you release claims is not intended by you or the Company to limit, diminish or impair in any way your intended and actual release all claims, demands, causes of action, and liabilities of any kind whatsoever against the Company and the Releasees.
(b) For purposes of this Agreement and Release, the term “the Company and the Releasees” includes Virgin Management USA, Inc. and its parents, subsidiaries, 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 owners, partners, employees, representatives and agents, whether acting as agents or in their individual capacities, and this Agreement and Release shall inure to the benefit of and shall be binding and enforceable by all such entities and individuals. Exhibit 10.27
(c) It is understood that this release shall does not affect my serve to waive any rights or claims that, pursuant to law, cannot be waived or subject to a release, including without limitation: (a) claims for unemployment or workers’ compensation benefits; (b) rights to vested benefits under any applicable welfare, retirement and/or pension plans; (c) rights to defense and indemnification, if any, from the Bank’s Section 401(kCompany for actions taken by you in the course and scope of her employment with the Company; (d) planclaims, any other “employee benefit plan” as defined in Section 3(3actions, or rights arising under or to enforce the terms of this Agreement; and/or (e) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which file a charge with an award has been determined but has not been paid during the term of employment)administrative agency or participate in an agency investigation; provided, any statutory however, that you hereby waive your right to earned but unpaid wages, including vacation pay, statutory recover any money in connection with such charge or common law rights of indemnification investigation; or defense for claims against me based on my status and conduct as an officer (f) your right pursuant to the OWBPA to seek a judicial determination of the Bank validity of the Agreement’s waiver of claims under any applicable insurance policy, contracts, governing documents or bylawsthe ADEA. In additionFurther, nothing in this release shall affect my rights arising herein prohibits you from making any relationship report or disclosure that I may have with is protected under the Bank whistleblower provisions the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any affiliated similar federal law or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseregulation.
Appears in 1 contract
Sources: Executive Employment Agreement (Emergent Capital, Inc.)
Release of Claims. I voluntarily release Consultant (for Consultant’s self and Consultant’s heirs, administrators, executors, agents and assigns) does hereby fully and forever release, waive, discharge and covenants not to sue the BankCompany or any related or affiliated entity, or its affiliated and related or their respective current or former parent entities, its predecessorsofficers, successors employees, directors, insurers, agents, attorneys, benefit plans, and assigns, its employee benefit plans and fiduciaries any predecessors or successors of such plansthe foregoing (collectively, and the current and former officers“Released Parties”), directors, shareholders, employees, attorneys, accountants and agents of with respect to any and all claims, assertions of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, debts, demands, debtsactions, suits, expenses, attorneys’ fees, costs, damages and and/or liabilities of every name any nature, type and naturedescription, known or unknown unknown, at law or in equity, arising out of any fact or matter in any way connected with Consultant’s services to the Company (“Claims”) thatincluding employment and consulting services), as of the separation thereof, or any other related matter arising before the date when I sign Consultant signs this Supplemental Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating shall include but is not limited to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation any rights or discrimination claims under federal, state or local law (includingwhether arising from statute, without limitationexecutive order, Claims of age discrimination regulation, code, or retaliation under the Age Discrimination in Employment Actconstitution, Claims of disability discrimination or retaliation under the Americans with Disabilities Actother source), Claims of discrimination or retaliation including but not limited to claims arising under Title VII of the Civil Rights Act of 1964 and Claims 1964, as amended, Section 1981 of any form the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151BFair Labor Standards Act (to the extent subject to a waiver of this sort); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Americans with Disabilities Act, 29 U.S.C. § 1002(3the Family Medical Leave Act, the Genetic Information Nondiscrimination Act of 2008, the Occupational Safety and Health Act (“OSHA”), my continuing the Rehabilitation Act of 1973, the Workers Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the anti-retaliation provisions of the Corporate and Criminal Fraud Accountability Act of 2002 (also known as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Report Consumer Protection Act), Cal-OSHA, the California Fair Employment & Housing Act, the California Labor Code, the California Government Code, the California Family Rights Act, the California Civil Code, the California Business & Professions Code, each as amended, rights to rehire and reemployment, and any and all common law claims, including claims sounding in tort or contract, claims for compensation, benefits, equity, or other remuneration or attorneys’ fees, costs or disbursements, claims for physical or emotional distress or injuries, claims for discrimination, harassment, retaliation, failure to accommodate, violation of public policy, breach of express or implied contract, breach of an implied covenant of good faith and fair dealing, defamation or misrepresentation, and any claims arising under the Agreement (including the right to payment any other duty or obligation of any bonus for kind or description, whether arising in law or equity, which an award has been determined but has not been paid during the term of employment)can lawfully be released under federal, any statutory right state, or local law. The foregoing is a non-exhaustive list, and this release is intended to earned but unpaid wagescover all claims that may be lawfully waived by agreement, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status those not specifically listed. Consultant agrees and conduct as an officer of acknowledges that the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in consideration given pursuant to this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or Supplemental Release is not related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasesexual harassment.
Appears in 1 contract
Sources: Consulting Agreement (Lyft, Inc.)
Release of Claims. I voluntarily release (a) You hereby release: (1) Riverview and forever discharge the Bankits parent companies, its affiliated divisions, subsidiaries, and related entitiesaffiliates, its predecessors, successors and assigns, its employee each of their benefit plans and fiduciaries of such plans(each, and the current and former officersincluding Riverview, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities a “Riverview Affiliate”);
(collectively referred to as the “Releasees”b) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesThe claims you are releasing include, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful termination, constructive discharge; • of , breach of contract; • of retaliation or discrimination , violations arising under federal, state or local law (including, without limitation, Claims of age laws or ordinances prohibiting discrimination or retaliation under harassment on the Age Discrimination in basis of age, race, color, national origin, religion, sex, gender, disability, marital status, sexual orientation or any other protected status, failure to accommodate a disability or religious practice, violation of public policy, retaliation, failure to hire, wage and hour violations, including overtime claims, tortious interference with contract or expectancy, fraud or negligent misrepresentation, breach of privacy, defamation, intentional or negligent infliction of emotional distress, unfair labor practices, breach of a right to stock or stock options or other equity interests, 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 Act, Claims of disability discrimination Agreement and your employment relationship with us.
(c) You specifically waive any rights or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation claims that you may have under Title VII 49 of the Revised Code of Washington, the Civil Rights Act of 1964 (including Title VII of that Act), the Civil Rights Act of 1991, the Rehabiliation Act of 1973, the Age Discrimination in Employment Act of 1967 (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Americans with Disabilities Act of 1990 (ADA), the Equal Pay Act of 1963 (EPA), the Genetic Information Nondiscrimination Act of 2008 (▇▇▇▇), the Fair Labor Standards Act of 1938 (FLSA), the Family and Claims Medical Leave Act of any form 1993 (FMLA), the Occupational Safety and Health Act (OSHA), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of discrimination or retaliation that is prohibited by 2002, the Massachusetts General Laws Chapter 151BFair Credit Reporting Act (FCRA); • under any other federal or state statute; • , the Uniformed Services Employment and Reemployment Rights Act of defamation or other torts; • of violation of public policy; • for wages1994, bonusesthe Worker Adjustment and Retraining Notification Act (WARN), incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (ERISA), the National Labor Relations Act (NLRA), the Washington Law Against Discrimination (WLAD), the Washington Industrial Welfare Act, 29 U.S.C. § 1002(3)the Washington Family Leave Act, my continuing rights under the Agreement (including Washington Minimum Wage Act, the right Washington Wage Payment Act, the Washington Rebate Act and all similar federal, state and local laws. The aforementioned claims are examples, not a complete list, of the released claims. It is the Parties’ intent that you release any and all claims arising from or related to payment of any bonus for which an award has been determined but has not been paid during the term your employment, your contract of employment), and separation of employment, of whatever kind or nature, known or unknown, to the greatest degree allowed by law, against us, which arose or occurred on or before the date you sign this Separation Agreement.
(d) You agree not to seek any statutory right to earned but unpaid wagespersonal recovery (of money damages, including vacation pay, statutory injunctive relief or common law rights of indemnification or defense otherwise) for the claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing you are releasing in this release shall affect my rights arising from Separation Agreement, either through any relationship that I may have with the Bank complaint to any governmental agency or any affiliated otherwise, whether individually or related entity through a class action. You agree never to start or participate as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated plaintiff in any way to my employment with the Bank lawsuit or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from arbitration asserting any of the Releasees claims you are releasing in this Separation 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 Separation Agreement.
(e) Should you apply for future employment with a Riverview Affiliate, the Riverview Affiliate has no obligation to consider you for future employment.
(f) You represent and warrant that you have all necessary authority to enter into this Separation 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.
(g) This Separation Agreement does not affect your rights arising under any of Riverview’s benefit plans through the Separation Date or afterwards under the terms of those plans to receive pension plan benefits, medical plan benefits, unemployment compensation benefits or workers’ compensation benefits.
(h) This Separation Agreement also does not affect your rights 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.
(i) This Separation Agreement also does not affect your rights to file a charge or complaint with or participate in an investigation by the Equal Employment Opportunity Commission or other government agency. But, you give up any right to recover or receive any personal relief or benefit from any such charge, complaint, or investigation, or from any lawsuit or administrative action filed by any government agency which is the result of any such charge, complaint, or participation by you. Personal relief or benefit includes attorneys’ fees, monetary damages, and reinstatement. Nothing in this Agreement is intended to prevent you from reporting potential violations of the law, cooperating or participating in any investigation by the Equal Employment Opportunity Commission, SEC, or other government agency concerning any Riverview Affiliate, or from testifying truthfully in any legal proceeding resulting from any government agency’s enforcement actions.
(j) You understand that you are releasing potentially unknown claims, and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Separation Agreement, you may learn information that might have affected your decision to enter into this Separation Agreement. You assume this risk and all other risks of any Claim released by mistake in entering into this Release. I represent Separation Agreement.
(k) You agree that I have not assigned to any third party this release is fairly and I have not filed with any agency or court any Claim released by this Releaseknowingly made.
Appears in 1 contract
Release of Claims. I voluntarily In exchange for the consideration provided to you by this Agreement, you hereby generally and completely release the Company and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages and liabilities that arise out of every name and natureor are in any way related to events, known acts, conduct, or unknown (“Claims”) that, as of the date when I sign omissions occurring prior to your signing this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitationbut is not limited to: (1) all claims arising out of or in any way related to your employment with the Company, the release of all Claims: • relating to my employment by the Bank and or the termination of my that employment; • of wrongful discharge(2) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended), and Claims of the Washington Law Against Discrimination (as amended). Expressly excluded from this release are any form of discrimination or retaliation that is prohibited by and all claims arising after the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sortdate you sign this Agreement, including, without limitationbut not limited to, compensatory damages, punitive damages, injunctive relief claims relating to unexercised vested options and attorney’s fees; provided, however, that this release shall not affect my rights under claims you may have in the Bank’s Section 401(k) plan, any other “employee benefit plan” future as defined in Section 3(3) a shareholder of the Employee Retirement Income Security ActCompany, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseif any.
Appears in 1 contract
Release of Claims. I voluntarily release In exchange for the promises and covenants set forth herein, you hereby release, acquit, and forever discharge the BankCompany, its affiliated parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former their officers, directors, shareholdersagents, servants, employees, attorneys, accountants shareholders, partners, successors, assigns, affiliates, customers, and agents clients of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimsclaims liabilities, demands, debtscauses of action, damages costs, expenses, attorneys' fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as acts or conduct at any time prior to the Effective Date, 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 the date when I sign this ReleaseCompany, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment, and the Company's performance of its obligations as your former employer; • claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (or cause of action including, without limitationbut not limited to, Claims the California Fair Employment and Housing Act, the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Age Discrimination in Employment ActAct of 1967 ("ADEA"), Claims of disability discrimination or retaliation under as amended; the federal Americans with With Disabilities Act, Claims of discrimination or retaliation under 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 good faith and Claims fair dealing. Notwithstanding the above, you do not release any claims you may have (i) under this Agreement, or (ii) for indemnification pursuant to and in accordance with applicable statutes and the applicable terms of any form the certificate of discrimination incorporation or retaliation that is prohibited by bylaws of the Massachusetts General Laws Chapter 151B); • Company or under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • indemnification agreements, and any insurance coverage for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasesuch claims.
Appears in 1 contract
Sources: Consulting Agreement (Mp3 Com Inc)
Release of Claims. I voluntarily (a) For and in consideration of the payments and benefits set forth herein, to which you acknowledge you are not otherwise entitled, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, you, on your own behalf and on behalf of your heirs, executors, administrators, beneficiaries, representatives and assigns, hereby release and forever discharge the BankCompany, its affiliated parents, subsidiaries and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansaffiliates, and the current all of their respective past and former present officers, directors, shareholders, officers, employees, attorneysemployee benefit plans, accountants insurers, agents, representatives, successors and agents of assigns (collectively hereafter the "Releasees"), both individually and in their official capacities, from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all liability, claims, demands, debtsactions and causes of action of any type which you have had in the past, damages and liabilities of every name and naturenow have, known or unknown (“Claims”) thatmight now have, as from the beginning of the world up to the date when I sign that you execute this ReleaseAgreement, I havein any way resulting from, ever hadarising out of or connected with your employment, now claim its termination, or pursuant to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local statute, common law, employment law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Pregnancy Discrimination Act, the Age Discrimination in ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canton, MA 02021 p 781-737-3000 f ▇▇▇-▇▇▇-▇▇▇▇ Employment Act, the Older Workers Benefit Protection Act, the Worker's Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, the Massachusetts Wage Act, ▇.▇. ▇. 149 Sec. 148, the Massachusetts Fair Employment Practices Act, ▇.▇. ▇. 151B, all state fair employment practices acts, each as amended, and any and all claims for wrongful discharge, discrimination, harassment, retaliation, common law claims, actions in tort, defamation, breach of contract, and claims of interest in unvested stock options, for wages or for attorneys' fees) as well as any claims arising from any Offer Letter or Amendment thereto, any Company severance plan, policy or program including the former Amended and Restated Executive Separation Pay Plan.
(includingb) Notwithstanding the foregoing, without limitationthis release of claims shall not apply to any claim to enforce the terms of this Agreement, Claims any rights that are vested under the terms of age discrimination an applicable retirement, benefit or retaliation equity award plan, or that may arise after your execution of this Agreement.
(c) Nothing in this Agreement is intended to, or shall be interpreted to, discourage or interfere with rights under the Older Workers Benefit Protection Act, to test the knowing and voluntary nature of this release of claims under the Age Discrimination in Employment Act, Claims or to prevent the exercise of disability discrimination such rights.
(d) Nothing in this Agreement prevents you from participating in or retaliation under the Americans cooperating with Disabilities Actany governmental, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cadministrative, or otherwise; regulatory investigation or proceeding regarding the Company, including the Equal Employment Opportunity Commission and • for damages comparable state agencies, the National Labor Relations Board, the Occupational Safety and Health Administration or other remedies of any sortthe Securities and Exchange Commission, including, without limitation, compensatory damages, punitive damages, injunctive relief but you acknowledge and attorney’s fees; provided, however, agree that this release you shall not affect my rights under the Bank’s Section 401(k) planseek, accept or be entitled to any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees monetary relief with respect to any Claim claim released by pursuant to this Release. I represent Agreement.
(e) As a condition of the Company's obligations hereunder, you agree to execute a second Release of Claims, attached as Exhibit A to this Agreement, on the Separation Date, and return it to ▇▇▇▇ ▇▇▇▇▇▇, Chief Legal and Human Resources Officer, to release any claims that I may have not assigned to any third party arisen between the date you execute this Agreement and I have not filed with any agency or court any Claim released by this Releasethe Separation Date (hereafter the "Transition Period").
Appears in 1 contract
Release of Claims. I voluntarily release By your acceptance of this Agreement by your signature below, you agree that except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the BankIntra-Cellular and its parents, its affiliated affiliates and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former all their respective officers, directors, shareholdersagents, servants, employees, attorneys, accountants stockholders, successors and agents assigns (together, the “Released Parties”) of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or unknown (“Claims”) thatin any way related to agreements, as of events, acts or conduct at any time prior to and including the date when I sign this ReleaseAgreement is signed, I have, ever had, now claim to have including but not limited to: all such claims and demands directly or ever claimed to have had against indirectly arising out of or in any way connected with your employment with Intra-Cellular or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • claims or demands related to salary, bonuses, commissions, stock, stock options, restricted stock units, performance restricted stock units, or any other ownership interests in Intra-Cellular, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (law, statute or cause of action including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B(Title VII); • under any other federal or state statutethe Americans with Disabilities Act (ADA); • of defamation or other tortsthe Family and Medical Leave Act (FMLA); • of violation of public policythe Fair Labor Standards Act (FLSA); • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Equal Pay Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits); the Civil Rights Act of 1991; Section 1981 of U.S.C. Title 42; the Fair Credit Reporting Act (FCRA); the Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. § 1002(3; the Uniform Services Employment and Reemployment Rights Act (USERRA), my continuing rights under ; the Agreement Genetic Information Nondiscrimination Act (▇▇▇▇); the Immigration Reform and Control Act (IRCA); the New York Executive Laws (including the right New York State Human Rights Law); the New York State Paid Family Leave Benefits Law; the New York State Civil Rights Law; the New York Labor Law; the New York Worker Adjustment and Retraining Act (NY WARN); the New York Corrections Law; the New York City Administrative Code (including the New York City Human Rights Law); Maryland Fair Employment Practices Act; wage discrimination claims under Maryland Labor and Employment Code; as well as any claims under local statutes and ordinances that may be legally waived and released, including tort law; contract law (including, but not limited to payment claims under your Employment Agreement with the Company dated February 26, 2008); invasion of privacy; wrongful discharge; claims of discrimination or harassment based on sex, race, national origin, disability, or on any other basis; retaliation; fraud; defamation; emotional distress; breach of the implied covenant of good faith and fair dealing; claims for attorneys’ fees or costs; and/or claims for penalties. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You assume this risk and all other risks of any bonus for which an award has been determined but has not been paid during the term mistake in entering into this Agreement. You agree that this Agreement is fairly and knowingly made. You expressly waive and relinquish all rights and benefits under any law of employment), any statutory right to earned but unpaid wagesjurisdiction, including vacation paybut not limited to New York or Maryland, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to your release of any Claim released by this Release. I represent that I unknown or unsuspected claims you may have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseagainst the Released Parties.
Appears in 1 contract
Sources: Separation Agreement (Intra-Cellular Therapies, Inc.)
Release of Claims. I voluntarily release Because of the Severance Payment and forever the other consideration provided to you under the Separation Agreement, you hereby unconditionally release, agree not to sue, and discharge the BankThe Valspar Corporation, and all of its affiliated and related entitiesaffiliates, its predecessors, successors and assignssuccessors, its employee benefit plans and fiduciaries of such plansparents, and the current and former subsidiaries, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, employeesand all other persons, attorneysentities and corporations affiliated or related with any of them (referred to individually and collectively in this Release of Claims section as “the Released Parties”) from all liability for damages or claims or demands, accountants and agents whether known or unknown, of any kind, including but not limited to all claims for costs, expenses and all attorney’s fees arising out of any acts, decisions, or omissions occurring prior to your execution of this Updated Release of Claims, including, but not limited to, your termination from employment with the Released Parties. You will not make a claim in any court based upon any act of, or failure to act by, the Released Parties during the time you worked for the Released Parties. Some examples of the foregoing in their official and personal capacities released claims are:
a) Discrimination or violation of civil rights (collectively referred including but not limited to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation claims arising under the Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Americans with Disabilities Act, the Minnesota Human Rights Act, and Claims any applicable state anti-discrimination or human rights statutes), arising under local, state or federal laws, or any other claim for retaliation, discrimination, or harassment based on sex, race, color, religion, age, national origin or ancestry, disability, or other protected class status.
b) Employment termination based on breach of contract, infliction of emotional distress, lack of good faith, violation of public policy, invasion of privacy, defamation or other tortious conduct, or any form of other state or federal statute or common law claims.
c) Any claims you may have for wages, bonuses, commissions, penalties, deferred compensation, stock, stock options, vacation pay, separation payments and/or benefits, negligence, emotional distress, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation that is prohibited by in employment), any claims arising under the Massachusetts General Laws Chapter 151B); • Worker Adjustment and Retraining Notification Act, and any state or local plant closing and/or mass layoff statute or ordinance, or claims arising under any other federal or state constitutions or statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall including but not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of limited to the Employee Retirement Income Security Act of 1974, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 29 U.S.C. § 1002(3)and the Family and Medical Leave Act
d) Any assertion that the Released Parties cannot cease the employment relationship. You understand and agree that the above list contains examples only and does not contain all claims that you are releasing. By signing this Updated Release of Claims, my continuing rights under you are releasing all claims against the Released Parties. You also represent that you have not filed any claims against the Released Parties and, to the full extent permitted by law, will not do so at any time after signing this agreement. You further agree that, to the full extent permitted by law, you will not institute any claim for damages, by charge, complaint, or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim including via administrative or legal proceedings against the Released Parties. If you previously filed, file, or have filed on your behalf, a charge, complaint, or action, you agree that the Severance Payment and the payments and benefits described in the Separation Agreement (including are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)money damages or other legal or equitable relief from such charge, any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feescomplaint, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseaction.
Appears in 1 contract
Sources: Separation Agreement (Valspar Corp)
Release of Claims. I voluntarily release Executive covenants that he has no claim, grievance or complaint against any member of the Tenet Group currently pending before any state or federal court, agency, or tribunal; and, in consideration for the amounts to be paid to Executive pursuant to Section 4 of that certain Retirement Agreement and forever discharge General Release dated as of June 19, 2019, to which he would not otherwise be entitled, Executive hereby releases and discharges each member of the BankTenet Group, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official respective predecessors, successors, parents, subsidiaries, affiliated and/or related entities and personal capacities its and their directors, officers, supervisors, executives, representatives and agents (collectively referred to as the hereinafter, “Tenet Releasees”") generally from all claims, demands, debts, damages statutory and liabilities common law claims that Executive has or may have against the Tenet Releasees arising prior to Executive’s execution of every name and nature, known this Agreement and/or arising out of or unknown (“Claims”) that, as relating to his employment or engagement with any member of the date when I sign this ReleaseTenet Group or the termination thereof (herein, I have"Released Claims"). The term “Released Claims” does not include any claim for vested benefits under the ▇▇▇▇▇ Healthcare Corporation 401(k) Retirement Savings Plan, ever hadthe Tenet Employee Benefit Plan, now claim to have the Deferred Compensation Plan, ▇▇▇▇▇’▇ Stock Incentive Plans, or ever claimed to have had against any or all of the ReleaseesSERP. This includes, without Without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Released Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation include claims arising under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by 1964, as amended, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Americans with Disabilities Act, M.G.L. c. 149the Civil Rights Act of 1991, §§ 148-150Cthe Age Discrimination in Employment Act, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Worker Adjustment and Retraining Notification Act, any statutory right to earned but unpaid wages, including vacation pay, statutory analogous local or common law rights state laws or statutes in the state(s) in which Executive was last employed and any other claim based upon any act or omission of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Tenet Releasees with respect occurring prior to Executive’s execution of this Agreement. Executive further waives any right to any Claim released individual monetary or economic recovery or equitable relief against Tenet Releasees in any administrative proceeding or in any action, lawsuit, hearing or other proceeding instituted by this Release. I represent that I have not assigned any agency, person or entity, except to any third party and I have not filed with any agency the extent such waiver is prohibited by law or court any Claim released by this Releaseexpressly permitted herein.
Appears in 1 contract
Sources: Retirement, General Release, and Consulting Agreement (Tenet Healthcare Corp)
Release of Claims. I voluntarily Employee agrees to release any and forever discharge all claims, debts, demands, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages or expenses, in law or in equity, that Employee has or may have against the BankCompany arising out of Employee’s employment with the Company. Employee agrees that this release includes not only the Company, its affiliated and related entitiesbut also the Company’s successors, its predecessors, successors and assigns, its employee benefit plans present and fiduciaries of such plansformer parent companies, subsidiaries, and the current affiliates, and their present and former agents, representatives, officers, managers, directors, partners, trustees, shareholders, employeesinsurers, attorneys, accountants and agents employees (the “Released Parties”) and that this release includes all claims that Employee may have against the Released Parties occurring up through the date Employee signs this Agreement. Employee understands and agrees that this release is intended to waive all claims of every kind and nature, whether known or unknown, actual or contingent, asserted or unasserted, arising under common law, statutory law or otherwise. This release includes any and all causes of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known actions or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever claims Employee has had, now claim has, or may have up to have or ever claimed to have had against any or all the date of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (this Agreement including, without limitation, Claims of age discrimination or retaliation under those arising pursuant to the Age Discrimination in Employment Act, Claims Act of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under 1967; Title VII of the Civil Rights Act of 1964 1964, as amended; the Americans with Disabilities Act of 1990, as amended; the National Labor Relations Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Civil Rights Act of 1991; the Family and Claims Medical Leave Act of 1993; the Worker Adjustment and Retraining Notification Act of 1988; 42 U.S.C. § 1981; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Alabama Age Discrimination in Employment Act and any form claims for discrimination, harassment, wrongful termination, retaliation, breach of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • contract, claims of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay unpaid wages or any other compensation form of compensation, unpaid overtime or benefitsunpaid benefits under any federal, either under state or local laws or regulations, whether such claims arose, directly or indirectly, out of Employee’s employment with the Massachusetts Wage ActCompany. No claim of any sort is exempt from the above release, M.G.L. c. 149except claims that the law does not allow Employee to waive by signing this Agreement. This release forever bars all actions, §§ 148-150Cclaims, proceedings, and suits which arose or might arise in the future from any occurrences arising prior to the date of this Agreement and authorizes any court, administrative agency or tribunal to dismiss any claim, action, proceeding, or otherwise; suit filed by the Employee with prejudice. For the purpose of implementing a full and • for damages or other remedies of any sortcomplete release, includingEmployee expressly acknowledges that the releases given in this Agreement are intended to include, without limitation, compensatory claims that Employee did not know or suspect to exist in Employee’s favor at the time of the date of Employee’s execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon with which they might be based, would have materially affected Employee’s decision to enter into this Agreement; and that the consideration provided under this Agreement was also for the release of those claims and contemplates the extinguishment of any such unknown claims. This release is not to be construed as interfering with Employee’s right to testify, assist or participate in an administrative hearing or proceeding with any governmental agency (or file a charge or complaint with any governmental agency), but Employee understands that by signing this Agreement, Employee otherwise agrees to waive any right to recover damages and any other benefits or remedies through any governmental charge, complaint, investigation or action, including, but not limited to, back pay, front pay, benefits, damages, punitive damages, injunctive relief and attorney’s attorney fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, reinstatement or any other “employee benefit plan” as defined in Section 3(3) type of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefitrelief, attorney’s feesas a result of any such charge, lawsuit or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseclaim.
Appears in 1 contract
Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s provision of consideration set forth in Sections 2 and 3, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby forever discharge releases, discharges and acquits the BankCompany, each of its affiliated parent companies, subsidiaries and related other Affiliates and each of the foregoing entities’ respective past, its present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives in their personal and representative capacities (collectively, its the “Company Parties”), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and the current representative capacities, from liability for, and former officersConsultant hereby waives, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdamages, debtscosts, damages and liabilities or causes of every name and natureaction of any kind, whether known or unknown (“Claims”) thatunknown, related to Consultant’s prior employment with any Company Party, the termination of such employment as of the date when I sign Separation Date, and any other acts or omissions related to any matter on or prior to the time that Consultant executes this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, including without limitation, the release of all Claims(i) any alleged violation through such date of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under (A) any federal, state or local law (including, without limitation, Claims of age anti-discrimination or anti-retaliation under law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and Claims the Americans with Disabilities Act of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1990, as amended; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k(B) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, 29 U.S.C. § 1002(3)as amended; (D) the National Labor Relations Act, my continuing rights as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Workers Adjustment and Retraining Notification Act, as amended; (H) any federal, state or local wage and hour law; or (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all claims Consultant may have under the any employment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (including collectively, the right “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(b) Notwithstanding the above, the Released Claims do not include any claim for breach of this Agreement by the Company, any claim that first arises after the date that Consultant signs this Agreement, or any claim to payment vested benefits under an employee benefit plan of any bonus for which an award has been determined but has not been paid during the term Company Party that is subject to ERISA.
(c) Notwithstanding this release of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In additionclaims, nothing in this release shall affect my rights arising Agreement prevents Consultant from filing any relationship that I may have non-legally waivable claim (including a challenge to the validity of this Agreement) with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Consultant understands and agrees that Consultant is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank comparable state or its termination. I agree that I shall not seek local agency proceeding or accept damages of any nature, other equitable or subsequent legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseactions.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Huntsman CORP)
Release of Claims. I voluntarily release Employee fully releases and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any discharges URI and all of the foregoing Released Parties (defined below) from all liability for any and all claims, demands, losses, liabilities, promises, and causes of action of any nature whatsoever (known and unknown) that Employee may now have or may have had arising on or before the Signature Date of this Agreement. This release includes, without limitation, all claims relating in their official any way to Employee’s employment by, association with, and personal capacities termination of employment from URI (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that). THIS IS A GENERAL RELEASE subject only to the specific exceptions set forth below. Claims released by Employee include, as of the date when I sign this Releasebut are not limited to, I haveany claims for monetary damages, ever hadsalary, now claim to have wages, bonuses, vacation, flex time, expenses, attorneys’ fees, indemnities, and other remedies or ever claimed to have had against damages sought in any legal proceeding or all of the Releasees. This includescharge filed with any court, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, agency either by Employee or by any person or entity claiming to act on Employee’s behalf or in Employee’s interest. Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation released include all claims under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, Section 1981, the Civil Rights Act of discrimination or retaliation that is prohibited by 1866, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under Age Discrimination in Employment Act (“ADEA”) including the Massachusetts Wage Older Workers Benefit Protection Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150Cthe Rehabilitation Act of 1973, or otherwise; the Equal Pay Act, the ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Immigration Reform and • for damages or other remedies of any sortControl Act, includingthe Uniformed Services Employment and Reemployment Rights Act, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3)the Workers Adjustment and Retraining Notification Act, my continuing rights the Fair Labor Standards Act, the Family and Medical Leave Act, Chapters 28 and 50 of the Annotated Statutes of New Mexico, including but not limited to the New Mexico Human Rights Act, and any other local, city, county, state or federal statutes, laws, regulations or ordinances prohibiting harassment, discrimination or retaliation or otherwise governing the employment relationship. The Claims released include, but are not limited to, claims arising under the Agreement (including the any other federal, state, or local laws or causes of action restricting an employer’s right to payment terminate, discipline, promote, demote, or pay employees, or otherwise regulating employment including, but not limited to, any laws or causes of action related to: breach of implied employment contracts or covenants; wage and hour violations; wrongful discharge; breach of a bargaining agreement; any grievance under a bargaining agreement; breach of any bonus for which an award has been determined but has not been paid during contract, agreement or promise made prior to the term Signature Date; physical or personal injury; medical expenses; mental anguish and/or emotional distress; intentional or negligent infliction of employment), emotional distress; interference with contractual relations; fraud; intentional or negligent misrepresentation; libel; slander; defamation; invasion of privacy; violation of public policy; retaliatory discharge; breach of any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights sort of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank duty; prima facie tort or any affiliated other tort; claims for denial of due process or violation of corporate policy or procedure; and any other similar or related entity as a customer claims. The Claims released include claims seeking any monetary or a client. Furthermoreother remedies for Employee, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities directly or indirectly, that are unrelated in any way to my employment with are brought on behalf of a government including, but not limited to, any proceeding under the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any qui tam provisions of the Releasees with respect to any Claim released by this Release. I represent that I have Civil False Claims Act, 31 U.S.C. §§ 3729 et seq., whether or not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasethe government joins the proceeding.
Appears in 1 contract