Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.
Appears in 4 contracts
Sources: Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.)
Release of Claims. I voluntarily release 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 (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. 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 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 In consideration of the Severance Benefit, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with the Bank for post-termination rights or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to benefits under my employment with agreement and any claim for indemnification from the Bank Company under my employment agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.
Appears in 3 contracts
Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)
Release of Claims. I voluntarily (a) In exchange for the Separation Benefits, and in consideration of the further agreements and promises set forth herein, Executive agrees unconditionally and forever to release and forever discharge the BankEmployer Parties, its affiliated and related entitiesincluding, its predecessorswithout limitation, successors and assigns, its employee benefit plans and fiduciaries any of such plans, and the Employer Parties respective current and former officers, directors, shareholdersmembers, managers, employees, attorneysrepresentatives, accountants attorneys and agents of any and agents, as well as all of the foregoing their predecessors, parents, subsidiaries, affiliates, successors in their official interest and personal capacities assigns (collectively referred to as collectively, the “Releasees”) generally from any and all claims, actions, causes of action, demands, debtsrights, or damages and liabilities of every name and natureany kind or nature which Executive may now have, or ever have, whether known or unknown (“Claims”) thatunknown, as including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or termination from employment with any Employer Parties on or before the date when I sign Executive signs this Release, I have, ever had, now claim Agreement.
(b) This release specifically includes any and all claims relating to have or ever claimed to have had against arising from Executive’s employment with any or all of the Releasees. This includes, without limitationEmployer Parties, the release terms and conditions of all Claims: • relating to my employment by the Bank that employment, and the termination of my employmentthat employment relationship, without limitation: any and all claims for fraud; • of wrongful discharge; • of breach of contract; • breach of retaliation implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; wrongful termination; retaliation; wrongful demotion; discrimination under or harassment on any basis protected by federal, state or local law (including, without limitationbut not limited to race, Claims of age discrimination or retaliation under the Age Discrimination in Employment Actcolor, Claims of disability discrimination or retaliation under the Americans with Disabilities Actsex, Claims of discrimination or retaliation gender identity, national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Acts of 1866, 1870 and Claims of any form of discrimination or retaliation that is prohibited by 1991, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Family and Medical Leave Act, M.G.L. c. 149the Americans with Disabilities Act, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3the Genetic Information Nondiscrimination Act, Section 1981 of Title 42 of the United States Code, the Rehabilitation Act of 1973, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Texas Payday Act, Chapter 21 of the Texas Labor Code, and all other federal, state, or local statutes, ordinances and laws; violation of any safety and health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to the date of execution of this release (“Released Claims”). The Released Claims, however, shall not include any claims, rights or benefits arising under this Agreement, for vested benefits under the applicable employee benefit plans maintained by the REITs in accordance with the terms and conditions of such plans, or any claims for indemnification (including advancement of expenses) arising under any written indemnification agreement between the REITs and Executive (including, but not limited to, (i) that certain Indemnification Agreement, dated as of March 18, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), my continuing (ii) that certain Indemnification Agreement, dated as of February 6, 2020, between NREF and Executive (the “NREF Indemnification Agreement”), (iii) that certain Indemnification Agreement, dated as of July 1, 2022, between NXDT and Executive (the “NXDT Indemnification Agreement”), (iv) that certain Indemnification Agreement, dated as of November 1, 2018, between VB and Executive (the “VB Indemnification Agreement”), (v) that certain Indemnification Agreement, dated June 8, 2022, between NXHT and Executive (the “NXHT Indemnification Agreement”) and (vi) that certain Indemnification Agreement, dated March 27, 2019, between NHT and Executive (the “NHT Indemnification Agreement”) and, together with the NXRT Indemnification Agreement, the NREF Indemnification Agreement, the NXDT Indemnification Agreement, the VB Indemnification Agreement, the NXHT Indemnification Agreement, and the NSP Indemnification Agreement (the “Indemnification Agreements”)) or pursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
(c) Executive further understands, acknowledges, and agrees to waive Executive’s rights under any other statute or regulation, state or federal, that provides that a general release does not extend to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement and Release, which if known to Executive must have materially affected Executive’s settlement with the Employer Parties.
(including d) The Employer Parties, on behalf of themselves and the Releasees, agree to unconditionally and forever release and discharge Executive from any and all claims, actions, causes of action, demands, right to payment or damages of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right kind or nature (other than those relating to earned but unpaid wages, including vacation pay, statutory Executive’s service as a director or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer trustee of the Bank under any applicable insurance policyAdviser or REITs) which they may now have, contractsor ever had, governing documents whether known or bylaws. In additionunknown, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank out of or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way related to my Executive’s employment with or termination from employment on or before the Bank date Executive signs this Agreement.
(e) The parties intend this mutual release to be a full and comprehensive general release waiving and releasing all claims, demands, and causes of action, known or its terminationunknown, to the fullest extent permitted by law except as otherwise expressly provided herein. I agree that I Nothing in this Agreement is intended to nor shall it be interpreted to release any claim which, by law, may not be released. This Agreement is not intended to and does not affect any rights or claims arising after the date this Agreement is executed by Executive. Further, this Agreement shall not seek limit or accept damages of prohibit any nature, other equitable party’s ability to bring a claim to enforce this Agreement nor shall it waive or legal remedies for my own benefit, attorneylimit Executive’s fees, or costs from any of the Releasees right to indemnification (including with respect to any Claim released by this Release. I represent that I have not assigned right to receive advancement of expenses and to be held harmless) pursuant to any third party applicable directors and I have officers liability insurance coverage, any written indemnification agreement between any of the Employer Parties and Executive (including, but not filed with any agency limited to, the Indemnification Agreements) or court any Claim released by this Releasepursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
Appears in 3 contracts
Sources: Separation Agreement (NexPoint Real Estate Finance, Inc.), Separation Agreement (NexPoint Residential Trust, Inc.), Separation Agreement (Nexpoint Diversified Real Estate Trust)
Release of Claims. I voluntarily In consideration of the Severance Payments, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with for post-termination rights or benefits under my Employment Agreement and any claim for indemnification from the Bank Company under my Employment Agreement or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.
Appears in 3 contracts
Sources: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)
Release of Claims. I 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 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 The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that she at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: • · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; • · of wrongful discharge; • · of breach of contract; • · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • · under any other federal or state statute, to the fullest extent that Claims may be released; • · of defamation or other torts; • · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that she has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.
Appears in 2 contracts
Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)
Release of Claims. I voluntarily 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 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 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 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 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 voluntarily release Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the BankCompany, its affiliated parents and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiaries, and the current and former their officers, directors, shareholdersagents, servants, employees, attorneysshareholders, accountants successors, assigns and agents affiliates, of and from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorneys fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification you may have as a result of any third party action against me based on my employment with the Company), arising out of or unknown (“Claims”) thatin any way related to agreements, as of events, acts or conduct at any time prior to the date when I sign you execute this ReleaseAgreement, I haveincluding, ever had, now claim to have but not limited to: all such claims and demands directly or ever claimed to have had against indirectly arising out of or in any way connected with your employment with the Company or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state or local law (or cause of action including, without limitationbut not limited to, Claims the federal Civil Rights Act of age discrimination or retaliation under 1964, as amended; the federal Age Discrimination in Employment ActAct of 1967, Claims as amended (“ADEA”); the federal Employee Retirement Income Security Act of disability discrimination or retaliation under 1974, as amended; the federal Americans with Disabilities Act of 1990; the federal Worker Adjustment and Retraining Notification Act of 1988; the California Fair Employment and Housing Act, Claims of discrimination or retaliation under Title VII as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesfair dealing; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release paragraph shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated be construed in any way to my employment with release the Bank Company from its obligation to indemnify you pursuant to the Company’s indemnification obligation pursuant to agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseapplicable law.
Appears in 2 contracts
Sources: Separation Agreement (Hot Topic Inc /Ca/), Separation Agreement (Hot Topic Inc /Ca/)
Release of Claims. I voluntarily You hereby generally and completely release the Company and forever discharge the Bankits directors, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law other claims arising under the federal Civil Rights Act of 1964 (includingas amended), without limitationthe federal Americans with Disabilities Act of 1990, Claims of age discrimination or retaliation under the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, Claims of disability discrimination or retaliation under you are not releasing the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Civil Rights Act of 1964 and Claims of Company, any form of discrimination or retaliation that is prohibited by valid fully executed indemnification agreement with the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Capplicable law, or otherwise; applicable directors and • for damages or other remedies of officers liability insurance. Also, excluded from this Agreement are any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, claims that this release shall cannot affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released be waived by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaselaw.
Appears in 2 contracts
Sources: Separation and Consulting Agreement (Adverum Biotechnologies, Inc.), Separation and Consulting Agreement (Adverum Biotechnologies, Inc.)
Release of Claims. I voluntarily 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 The Executive voluntarily release releases and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, equity holders. partners, directors, shareholdersofficers, employees, representatives, attorneys, accountants agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (any and all of the foregoing in their official and personal capacities (collectively whom or which are hereinafter referred to as the “Releasees”) generally ), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, debtscosts, damages losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of every name and natureany nature whatsoever, known or unknown (collectively, “Claims”) thatthat the Executive now has, as of the date when I sign this Releaseowns or holds, I or claims to have, ever own, or hold, or that he at any time had, now claim to have owned, or ever held, or claimed to have had had, owned, or held against any or all of the ReleaseesReleasee. This general release of Claims includes, without implication of limitation, the release of all Claims: • · relating to my the Executive’s employment by and retirement from employment with the Bank and the termination of my employmentCompany; • · of wrongful discharge; • · of breach of contract; • · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • · under any other federal or state statute, to the fullest extent that Claims may be released; • · of defamation or other torts; • · of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. · In granting the release herein, however, Executive understands that this Agreement includes a release shall not affect my rights under the Bank’s of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that he has read and understands Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) 1542 of the Employee Retirement Income Security ActCalifornia Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, 29 U.S.C. § 1002(3), my continuing which if known by him or her must have materially affected his or her settlement with the debtor.” Executive hereby expressly waives and relinquishes all rights and benefits under the Agreement (including the right to payment that section and any law of any bonus for which an award has been determined but has not been paid during the term jurisdiction of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees similar effect with respect to the release of any Claim released by this Release. I represent that I unknown or unsuspected claims Executive may have not assigned to against the Company or any third party and I have not filed with any agency or court any Claim released by this ReleaseReleasee.
Appears in 2 contracts
Sources: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)
Release of Claims. I voluntarily release In exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release, acquit and forever discharge the Bank, Company and its affiliated and related parent or subsidiary entities, successors, predecessors and affiliates, and its predecessorsand their directors, successors officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and liabilities of every name and nature, known or unknown (“Claims”) that, as of including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising out of or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and Claims the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that release granted in this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsparagraph. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermoreyou covenant not to ▇▇▇, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s feesinitiate, or costs from continue any of the Releasees legal or administrative proceeding with respect regard to any Claim or all claims you have released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseherein.
Appears in 2 contracts
Sources: Separation Agreement (Chordiant Software Inc), Separation Agreement (Chordiant Software Inc)
Release of Claims. I 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 Except as provided below, the Executive voluntarily release releases and forever discharge discharges the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officersmembers, partners, directors, officers, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (collectively, “Claims”) that, as of the date when I sign the Executive signs this Release, I havehe has, ever had, now claim claims to have or ever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to my the Executive’s employment by and termination from employment with the Bank and the termination of my employmentCompany or any related entity; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1964; • under any other federal or state statutestatute or constitution or local ordinance; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either whether under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided. Notwithstanding anything to the contrary contained in this Release, however, that Section 2 of this release shall Release does not affect my include and will not preclude: (a) Executive’s rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights or claims under the Agreement to receive Termination Benefits; (including b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the right execution of this Release; (d) any claims or rights Executive may have to payment of any bonus for which an award has been determined but has not been paid during vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the term of employment“Plans”), subject to the terms of the, including, but not limited to, the Company’s 2015 Stock Incentive Plan, or any statutory right to earned but unpaid wagessubsequently adopted incentive compensation plan, including vacation pay, statutory or common law and applicable equity Award agreements; (e) any rights of indemnification or defense for and/or claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I Executive may have with under the Bank Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; or any affiliated (h) rights, if any, to defense and indemnification from the Company or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on its insurers for actions taken by Executive in their personal capacities that are unrelated in any way to my the course and scope of Executive’s employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.Company;
Appears in 2 contracts
Sources: Executive Employment Letter (Chiasma, Inc), Executive Employment Letter (Chiasma, Inc)
Release of Claims. I voluntarily release and forever discharge In exchange for 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 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 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 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 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 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 (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 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 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 (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, stock, stock options (including all Claims under the Bank MIP, the OIP and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Awards, except for Claims related to vested stock options, RSUs, PSUs, PSAs and RSAs), 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 • the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105(d); and all other federal, state and local laws, statutes, regulations or ordinances, including any ‘‘whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment.
(b) Notwithstanding the foregoing terms, you do not waive or release (i) any claim for damages the Severance Benefits; (ii) any right or other remedies of claim that may not legally be waived; or (iii) any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights vested benefits under the BankCompany’s Section 401(k) plan, any other “employee benefit 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 voluntarily In exchange for providing you with these enhanced payments and benefits, you agree to waive all claims against ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and to release and forever discharge ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to the Bankfullest extent permitted by law, 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 from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all liability for any claims, demandsrights or damages of any kind, debts, damages and liabilities of every name and nature, whether known or unknown (“Claims”) thatto you, that you may have against ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as of the date when I sign of your execution of this ReleaseAgreement including, I havebut not limited to, ever had, now any claim to have or ever claimed to have had against ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ arising under any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (includingor ordinance, without limitationany tort, Claims of age discrimination any employment contract, express or retaliation under the Age Discrimination in Employment Actimplied, Claims of disability discrimination any public policy waivable by law, or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation arising under Title VII of the Civil Rights Act of 1964 and Claims 1964, as amended, the Civil Rights Act of any form of discrimination or retaliation that is prohibited by 1866, 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, §§ 148the Uniform Services Employment and Re-150Cemployment Rights Act (“USERRA”), or otherwise; and • for damages or other remedies as amended, the Age Discrimination in Employment Act of any sort1967 (“ADEA”), includingas amended, without limitationthe Americans with Disabilities Act (“ADA”), compensatory damagesas amended, punitive damagesthe Family And Medical Leave Act (“FMLA”), injunctive relief and attorney’s fees; providedas amended, 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”), as amended, the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act (“OWBPA”), as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, the Occupational Safety and Health Act of 1970 (“OSHA”), as amended, the New York State Human Rights Law, as amended, New York City Human Rights Law, as amended, New York Labor Act, 29 U.S.C. § 1002(3)as amended, my continuing rights under the Agreement (including the right New York Equal Pay Law, as amended, New York Civil Rights Law, as amended, New York Rights of Persons With Disabilities Law, as amended, New York Equal Rights Law, as amended, New York Worker Adjustment and Retraining Notification Act, as amended, and any other discrimination or fair housing law, if applicable, and all claims for invasion of privacy, defamation, intentional infliction of emotional distress, injury to payment of any bonus for which an award has been determined but has not been paid during the term of employment)reputation, any statutory right to earned but unpaid pain and suffering, constructive and wrongful discharge, retaliation, wages, including monetary or equitable relief, vacation pay, statutory award(s), grant(s), or common law awards under any unvested and/or cancelled equity and/or incentive compensation plan or program, and separation and/or severance pay under any separation or severance pay plan maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, any other employee fringe benefits plans, medical plans, or attorneys’ fees or any demand to seek discovery of any of the claims, rights or damages previously enumerated herein (collectively, the “Release of Claims”). This Agreement is not intended to, and does not, release rights or claims that may arise after the date of your execution hereof including without limitation any rights or claims that you may have to secure enforcement of the terms and conditions of this Agreement, nor any claims that cannot be released hereunder by law. If any claim, charge, complaint or action against ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ covered by the Release of Claims is brought by you, for your benefit or on your behalf, you expressly waive any claim to any form of monetary or other damages to the fullest extent permitted by law, including attorneys’ fees and costs, or any other form of personal recovery or relief from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ based upon any such claim, charge, complaint or action. To the extent you receive any personal or monetary relief from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ based upon any such claim, charge, complaint or action, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will be entitled to an offset for the payments made pursuant to this Agreement. You further agree to dismiss with prejudice any pending civil lawsuit or arbitration covered by the Release of Claims. This Agreement, however, does not waive any rights of indemnification you may have been granted under the Certificates of Incorporation or defense for claims against me based Formation, Bylaws or other applicable documents of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to your actions on my status behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the scope of and conduct as an officer during the course of the Bank your employment by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or any rights to coverage, advancement of expenses, and/or legal fees under any applicable governing D&O insurance policy, contracts, governing documents or bylawspolicy maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. In addition, nothing Nor does anything in this release shall affect my Agreement impair your rights arising from in any relationship that I may have with the Bank of your ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management brokerage or any affiliated customer accounts or related entity to vested retirement, pension or 401(k) benefits, if any, due you by virtue of your employment by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or as a customer or a clientshareholder of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Furthermore, nothing You have also not released your right to seek contribution 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 event of any naturejudgment against you and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ finding joint liability. Nor shall any elections, other equitable notices or legal remedies benefits for my own benefit, attorney’s fees, or costs from any which you are eligible as a separated employee of the Releasees with respect to any Claim released ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ be impaired 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: Change of Employment Status and Release Agreement (Morgan Stanley)
Release of Claims. I voluntarily release For the Consideration set forth in paragraph 2 and forever discharge the Bankmutual covenants set forth in this Agreement, M▇▇▇▇▇ hereby fully releases the Company, and all of its affiliated and owners, affiliates, subsidiaries or other related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersagents, representatives, attorneys, employees, attorneysshareholders, accountants predecessors, successors 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 costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known or unknown (“Claims”) thatunknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with M▇▇▇▇▇’ employment with the Company or the conclusion of that employment; claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in the Company, vacation pay, personal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, or common law cause of action including, but not limited to, wrongful discharge claims; whistleblower claims; breach of express or implied contract claims; retaliation claims; the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; 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 Family and the termination of my employmentMedical Leave Act; • 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(“ADEA”); • under the Worker Adjustment and Retraining Notification Act (WARN) or any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesacts prohibiting discrimination based on race, bonusescolor, incentive compensationcreed, vacation pay marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseprotected characteristic; tort law; contract law; wrongful discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and • for damages or other remedies breach of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief the implied covenant of good faith and attorney’s fees; provided, however, that this fair dealing. This release shall not affect my rights apply to claims for workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any claims for indemnity or for coverage 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 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 ReleaseDirector & Officer Liability insurance.
Appears in 1 contract
Release of Claims. I voluntarily Specifically in consideration of the severance pay and benefits described in Section 2, to which you would not otherwise be entitled, by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following:
a. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California (see Section 3.f. below), you hereby do release and forever discharge the Bank“Released Parties” (as defined in Section 3.e. below) of and from any and all manner of claims, its affiliated demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney’s fees, costs and related entitiesdisbursements, its predecessorsindividual or class action claims, successors and assignsor demands of any kind whatsoever, its employee benefit plans and fiduciaries you have or might have against them or any of such plansthem, whether known or unknown, in law or equity, contract or tort, arising out of or in connection with your employment with the Company, or the termination of that employment, or otherwise, and however originating or existing, from the current beginning of time through the date of your signing this Agreement.
b. This release includes, without limiting the generality of the foregoing, any claims you may have for wages, bonuses, commissions, penalties, compensation, deferred compensation, vacation pay, equity rights (including all rights to stock options granted to you under the Company’s 2010 Equity Incentive Plan, as amended, the Company’s 2004 Stock Incentive Plan, as amended and the Company’s 2003 Stock Option Plan, as amended and all rights to any other stock options to acquire the Company’s common (whether granted pursuant to any stock or equity incentive plan or otherwise), other paid time off, separation pay or benefits, defamation, invasion of privacy, negligence, emotional distress, breach of contract, estoppel, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the United States Constitution, the California Constitution, the California Fair Employment and Housing Act, Cal. Gov’t Code § 12900 et seq., California Family Rights Act, Cal. Gov’t Code § 12945.1, et seq., the California ▇▇▇▇▇ Civil Rights Act, Cal. Civ. Code §§ 51-54.3, California Discrimination in Payment on Basis of Sex, Cal. Lab. Code §§ 1197.5, 1199 and 1199.5, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq., the Employee Retirement Income Security Act of 1976, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 210l, et seq., the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, any waivable claim arising under California codes, and any claim for retaliation, harassment or discrimination based on sex, pregnancy, race, color, religion, creed, age, national origin, ancestry, disability (physical or mental), marital status, sexual orientation or affectional preference, genetic information, military status or discharge, or other protected class, or sexual or other harassment. You hereby waive any and all relief not provided for in this Agreement. You understand and agree that, by signing this Agreement, you waive and release any past, present, or future claim to employment with the Company.
c. If you file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in Section 2 is in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive, and agree not to take, any award of money or other damages from such charge, complaint, or action.
d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you may have in the Company’s Amended and Restated 2012 Change of Control Payment Plan, as amended, or in any 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the Agreement is signed, (3) the post-employment payments and benefits specifically promised to you under Sections 1 and 2 of this Agreement, (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any rights you have under workers compensation laws, (6) any rights you have under state unemployment compensation benefits laws, (7) the right to file a charge with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”), although, as noted above, you waive, and agree not to take, any award of money or other damages if you file such a charge or have a charge filed on your behalf, (8) the right to testify, assist, or participate in an investigation, hearing, or proceeding conducted by a governmental agency, including the EEOC, or (9) any rights you have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
e. The “Released Parties,” as used in this Agreement, shall mean Talon Therapeutics, Inc. and its parent, subsidiaries, divisions, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, accountants representatives and agents consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any and all pension or other benefit plan applicable to the employees or former employees of the foregoing Company, 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 Releaseindividual capacities.
Appears in 1 contract
Sources: Separation Agreement and Release (Talon Therapeutics, Inc.)
Release of Claims. I voluntarily release Employee hereby releases and forever discharge waives any and all claims arising 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 former officers, directors, shareholdersemployees, employeesagents, investors, 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 claimsshareholders, demandsadministrators, debtsaffiliates, damages and liabilities of every name and naturebenefit plans, known plan administrators, professional employer organization or unknown (“Claims”) thatco-employer, as of the date when I sign this Releaseinsurers, I havetrustees, ever haddivisions, now claim to have or ever claimed to have had against any or all of the Releasees. This includessubsidiaries, 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 parents (including, without limitation, Claims Elastic N.V., a Dutch public company with limited liability), predecessor and successor corporations, and assigns (collectively the “Releasees”) as of age discrimination the date of the execution of this Supplemental Release including, but not limited to, the following: (a) claims arising under the federal or retaliation any state constitution; (b) claims arising under the federal or any state statute, 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 National Labor Relations Act, 29 U.S.C. § 1002(3)the Worker Adjustment and Retraining Notification Act, my continuing rights the Family and Medical Leave Act, 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
Release of Claims. I In consideration for, among other terms, the continued employment and payments and benefits described in Sections 1, 2 and 3(a), 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 discharge; • ● of breach of contractcontract (including, but not limited to the Offer Letter and the Employment Agreement); • ● 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 151B1964); • ● under any other federal or state statutestatute (including, without limitation, Claims under the Family Medical Leave Act); • ● of defamation or other torts; • ● of violation of public policy; • ● for wages, bonuses, incentive compensation, stock options, vacation pay or any other compensation or benefits, ; ● for compensation or payments upon termination under either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, Section 5 or otherwise6 of your Employment Agreement; 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 your vested rights, if any, under the BankCompany’s Section 401(k) planPlan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act2003 Stock Option and Incentive Plan, 29 U.S.C. § 1002(3), my continuing or your 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 1 contract
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 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 release Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and forever discharge the Bankits affiliates, its affiliated officers, managers, supervisors, agents and related entitiesemployees. Employee, its predecessorson his own behalf, successors and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, employees, agents, investors, shareholders, employeesadministrators, attorneysaffiliates, accountants divisions, subsidiaries, predecessor and agents successor corporations, and assigns, and the Company hereby fully and forever releases Employee (collectively "the Released parties") from any duty, obligation or cause of action relating to any matters of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimskind, demands, debts, damages and liabilities of every name and nature, whether presently known or unknown (“Claims”) thatunknown, as suspected or unsuspected, that Employee or Company may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includesClaims released hereunder include, without limitation, the release of all Claims: • claims relating to my Employee's employment by the Bank and the termination of my employment; • claims relating to, or arising from, wrongful or constructive termination; claims relating to the right to purchase, or actual purchase of wrongful dischargeshares of stock of the Company; • claims relating to fraud, misrepresentation, breach of duty, securities claims; breach of contract, infliction of emotional distress, misrepresentation, unfair business practices, defamation, libel, slander, negligence, personal injury, and any other tortuous conduct claims; • claims for violation of retaliation or discrimination under any federal, state or local law (municipal statute, including, without limitationbut not limited to, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims 1964, the Civil Rights Act of any form 1991, the Age Discrimination in Employment Act of discrimination or retaliation that is prohibited by 1967, the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • Americans with Disabilities Act of defamation or other torts; • of violation of public policy; • for wages1990, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 1002(3)the Older Workers Benefit Protection Act, my continuing rights the Family and Medical Leave Act, the California Family Rights Act, the California Fair Employment and Housing Act, and the California Labor Code. Nothing herein releases the parties' obligations under this Agreement and the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseConfidentiality Agreement.
Appears in 1 contract
Release of Claims. I voluntarily By signing this Agreement, you agree that in exchange for the Separation Pay, you (for yourself, your heirs and your representatives) release and forever discharge the BankHNI Corporation and any of its subsidiaries (including The HON Company LLC), its affiliated divisions, affiliates and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planswhether current or former, and the current and former all their respective officers, directors, shareholders, employees, attorneysinsurers, accountants agents and agents representatives, whether current or former, and the successors and assigns of each (collectively, “the Company”), from any and all manner of past, present, or future claims, actions, liability, damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, including but not limited to any claims arising under Title VII of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claimsCivil Rights Act, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Family and Medical Leave Act, any statutory right claims for discrimination or harassment, any other claims arising under federal, state or local law, or any claims in any manner relating to earned but unpaid wagesyour employment with or separation from the Company, including vacation paywhether known or unknown, statutory arising on or common law rights of indemnification before the date you sign this Agreement. Nothing in this Agreement prohibits or defense for claims against me based on my status and conduct as prevents you from filing a charge with or participating, testifying or assisting in any investigation, hearing or other proceeding before the U.S. Equal Employment Opportunity Commission or the National Labor Relations Board or a similar agency enforcing federal, state, or local anti-discrimination laws. However, to the maximum extent permitted by law, you agree that if such an officer of administrative claim is made with any enforcement agency other than the Bank under U.S. Securities & Exchange Commission, you will not be entitled to recover any applicable insurance policy, contracts, governing documents individual monetary relief or bylawsother individual remedies. In addition, nothing in this release shall affect my rights arising from Agreement, prohibits you from: (1) reporting possible violations of federal law or regulations, including any relationship that I may have with possible securities laws violations, to any governmental agency or entity, including but not limited to the Bank U.S. Securities and Exchange Commission; or (2) making any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities other disclosures that are unrelated in any way to my employment with protected under the Bank or its termination. I agree that I shall not seek or accept damages whistleblower provisions of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasefederal law.
Appears in 1 contract
Sources: Separation Agreement (Hni Corp)
Release of Claims. I (a) In consideration for, among other terms, your continued employment, to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Releasors”) voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, insurers, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement and as of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, I 2022 Separation Date, you and the other Releasors have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank Company and the termination of my your employment; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; of retaliation or discrimination under federal, state or local law (includinglaw, including without limitation, :
(i) any and all Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Claims Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of any form 1991, Section 1981 of discrimination or retaliation that is prohibited by U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (▇▇▇▇), the Immigration Reform and Control Act (IRCA), the Massachusetts General Laws Chapter 151BFair Employment Practices Law (MFEPL); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonusesthe Massachusetts Civil Rights Act (MCRA), incentive compensationthe Massachusetts Equal Rights Act (MERA), vacation pay or any other compensation or benefitsthe Minimum Fair Wage Act, either under the Massachusetts Plant Closing Law, the Massachusetts Wage Act, M.G.L. c. 149the Massachusetts Equal Pay Act, §§ 148-150Cthe Massachusetts Parental Leave Act (MPLA), the Massachusetts Sexual Harassment Statute, the California Constitution, and the California Family Rights Act (CFRA), all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and • for damages or other remedies the omission of any sortspecific statute or law shall not limit the scope of this general release in any manner;
(ii) any and all Claims arising under tort, includingcontract, without limitationand quasi-contract law, compensatory damagesincluding but not limited to claims of breach of an express or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with a contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness, or any other harm;
(iii) any and all Claims for compensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions, incentive compensation, vacation, sick pay, and severance that may be legally waived and released; and
(iv) any and all Claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, injunctive relief liquidated damages, and attorney’s fees; providedpenalties. However, however, that this general release and waiver of claims shall not affect my your vested rights under the BankCompany’s Section 401(k) plan, your vested Equity Awards or your rights under this ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, 2022 Agreement, and shall not waive (A) any rights that cannot be waived as a matter of law, (B) any Claims for coverage under any D&O insurance policy, (C) any Claims for indemnification under any arrangement or agreement between you and the Company, (D) your rights to Claims under state workers' compensation or unemployment laws and your right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the "EEOC"), the California Department of Fair Employment and Housing, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give you the right to payment recover any monetary damages against the Company; your release of any bonus for which an award has been determined but has not been paid during claims herein bars you from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wagesand (E) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). Further, including vacation paythis general release does not release claims under the California Fair Employment and Housing Act, statutory the California Labor Code or common law rights the federal Age Discrimination in Employment Act of indemnification or defense for 1967, which claims against me based on my status and conduct as an officer shall be released only upon your execution of the Bank under any applicable insurance policy, contracts, governing documents or bylawsSupplemental Release. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights You agree not to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, 's fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party.
(b) In granting the release herein, you understand that this Agreement includes a release of all Claims known or unknown. In giving this release, which includes Claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected Claims you may have against the Company. You acknowledge that you may later discover Claims or facts in addition to or different from those which you now know or believe to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, the Releasors waive any and all Claims that might arise as a result of such different or additional claims or facts.
(c) You agree you will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party and I have not filed with against any agency of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in the Supplemental Release. You agree both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 14, 2022 presentation or prosecution of any Claim released by this Releasedisputes, differences, grievances, claims, charges, or complaints against any of the Releasees, you shall state no more than that you cannot provide counsel or assistance.
Appears in 1 contract
Sources: Transition and Separation Agreement (Pardes Biosciences, Inc.)
Release of Claims. I voluntarily (a) You, and anyone claiming through you or on your behalf, waive the right to assert and further agree to release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, Company and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of other Released Parties (as defined below) with respect to any and all of the foregoing in their official and personal capacities Claims (collectively referred to as the “Releasees”) generally from all claimsdefined below), demands, debts, damages and liabilities of every name and nature, whether currently known or unknown (“Claims”) thatunknown, as of the date when I sign this Release, I that you now have, have ever had, now claim to or may ever have or ever claimed to have had against the Company and any or all of the Releaseesother Released Parties arising from or related to any fact, agreement, act, omission, or thing occurring or existing at any time prior to or on the date on which you sign this Agreement. This includes, without limitationWithout limiting the foregoing, the release Claims released by you hereunder include, but are not limited to:
(i) all Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all Claims: • relating to my employment by claims for salary, wages, bonus, incentive, commission, stock, stock options (including all Claims under the Bank OIP and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation Awards, except for Claims related to vested stock options, RSUs and PSUs), severance pay, employee benefits or discrimination under any other compensation or benefit;
(ii) all Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state state, or local court, commission, or agency; (B) under any common law theory; or (includingC) under any contract, without limitationtort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and
(iii) all Claims that were or could have been asserted by you or on your behalf arising under any of age discrimination or retaliation under the Age Discrimination in Employment Actfollowing laws, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under as amended from time to time: Title VII of the Civil Rights Act of 1964 1964; the Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1963; the Rehabilitation Act of 1973; the National Labor Relations Act; the Employee Retirement Income Security Act; the Family and Claims of any form of discrimination or retaliation that is prohibited by Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts General Laws Chapter Fair Employment Practices Act; M.G.L. c. 151B), § 1 et seq.; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148-150C148 et seq.; the Massachusetts Equal Pay Act, or otherwiseM.G.L. c. 149, §105A et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and • the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), and all other federal, state and local laws, statutes, regulations or ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment.
(b) Notwithstanding the foregoing terms, you do not waive or release (i) any claim for damages the Separation Pay; (ii) any right or other remedies of claim that may not legally be waived; (iii) any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights vested benefits under the BankCompany’s Section 401(k) plan, any other “employee benefit planplans and programs; (iv) your rights to indemnification and defense, if any, pursuant to the Company’s certificate of incorporation and by-laws; or (v) your rights, if any, under the Company’s D&O insurance policies.
(c) The term “Released Parties” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing used in this release shall affect my rights arising from any relationship that I may have with Agreement means: (i) the Bank Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or any affiliated or related not they are wholly owned); (ii) the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees and attorneys of each entity as a customer or a client. Furthermorelisted in subpart (i) above; and (iii) the predecessors, nothing successors, and assigns of each entity listed in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party subparts (i) and I have not filed with any agency or court any Claim released by this Release(ii) above.
Appears in 1 contract
Sources: Separation Agreement (Houghton Mifflin Harcourt Co)
Release of Claims. I voluntarily In exchange for the consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release the Company and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersofficers, employees, stockholders, partners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the foregoing in their official and personal capacities date that you sign this Agreement (collectively referred to as collectively, the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Released Claims”). The Released Claims include, but are not limited to: (a) thatall claims arising out of or in any way related to your employment with the Company, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, including but not limited to claims arising under or related to the Severance Plan or your employment offer letter; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act, the California Labor Code, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights that are not waivable as a matter of law; or (c) any claims arising from the breach of this Agreement. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any form of discrimination claims you have or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims might have against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent Released Parties that I have are not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseincluded in the Released Claims.
Appears in 1 contract
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 In consideration for, among other terms, the opportunity to receive the 2024 Bonus, which you acknowledge you would otherwise not be entitled to, you voluntarily release and forever discharge the Bank, Company and its affiliated and related entities, its 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, managers, members, 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 and separation from employment with the Bank and the termination of my employmentCompany; • relating to your Employment Agreement; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination discrimination, retaliation or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation otherwise 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, and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter Fair Employment Practices Act (M.G.L. c. 151B)); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either whether 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, the Bank’s Section 401(k) plan, Equity Documents or under any other “employee benefit plan,” as that term is defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § §1002(3). You acknowledge and represent that, my continuing rights under except as expressly provided in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, severance, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you for service provided during the payroll periods ending prior to the date of this Agreement. The Company represents that as of the date of this Agreement (including the right to payment it is not aware of any bonus grounds 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 a claim 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 you or any affiliated or related entity as basis for 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 termination of your 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 Company 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 ReleaseCause.
Appears in 1 contract
Sources: Transition and Resignation Agreement (Brightcove Inc)
Release of Claims. I voluntarily release (a) For good and valuable consideration, including the Company’s agreement to provide the consideration described in Section 2 of the Separation Agreement (and any portion thereof), Employee hereby forever discharge releases, discharges and acquits the BankCompany, its affiliated Q Power, Insperity, their respective parents, subsidiaries and related other affiliates, and each of the foregoing entities’ respective past, its present and future subsidiaries, affiliates, stockholders, members, managers, partners, directors, officers, employees, agents, attorneys, heirs, predecessors, successors and assignsrepresentatives, its in their personal and representative capacities as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the current “Confirming Released Parties”), from liability for, and former officersEmployee 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 Employee’s employment or affiliation 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 employment; • such employment or affiliation, and any other acts or omissions related to any matter occurring or existing, whether known or unknown, on or prior to the date that Employee executes this Confirming Release, whether arising under federal or state laws or the laws of wrongful discharge; • of breach of contract; • of retaliation or discrimination under any other jurisdiction, including (i) any alleged violation through such time 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 (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, and Claims Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act of 1990; (B) ERISA; (C) the Immigration Reform Control Act; (D) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any law, regulation, or ordinance or orders under New York State law, the New York State Human Rights Law, the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law and the New York City Earned Sick Leave Law; (H) 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 (I) any public policy, contract, tort, or common law claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of discrimination any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)express contract, breach of fiduciary duty or wrongful discharge; • (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Confirming Released Claim; (iii) any and all claims Employee may have under any employment contract or any other agreement, incentive or compensation plan or under any other federal benefit plan, program or state statutepractice; • (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a member or holder of defamation any interest in any Company Party, including all claims arising from or other torts; • of violation of public policy; • relating to the Q Power Award Agreements or the Company Equity Agreements, and (v) any claim 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 benefits of any sortkind not expressly set forth in this Confirming Release (collectively, includingthe “Confirming Released Claims”). This Confirming Release is not intended to indicate that any such claims exist or that, without limitationif they do exist, compensatory damagesthey are meritorious. Rather, punitive damagesEmployee is simply agreeing that, injunctive relief in exchange for the consideration received by Employee through this Confirming Release, any and attorney’s fees; providedall potential claims of this nature that Employee may have against the Confirming Released Parties, howeverregardless of whether they actually exist, that are expressly settled, compromised and waived. THIS CONFIRMING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASED PARTIES.
(b) Notwithstanding this release 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 Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with any Governmental Agency or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights arising to recover any monetary or personal relief or recovery from any relationship that I may have with the Bank or any affiliated or related entity Confirming Release Party as a customer result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a clientGovernmental Agency. FurthermoreFurther, nothing in no event shall the Confirming Released Claims include (i) any claim that arises after the date this release shall affect my Confirming Release is executed by Employee, (ii) any claim to enforce Employee’s rights under this Confirming Release; or (iii) any claim to pursue Claims vested benefits under an employee benefit plan that is subject to ERISA and that cannot be waived by ERISA. Nothing herein will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.
(c) Employee represents and warrants that, as of the time Employee executes this Confirming Release, Employee has not brought or joined any lawsuit or filed any lawsuit, complaints, appeals, charges or 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 Confirming Released Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Confirming Release. Employee further represents and warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Confirming Released Parties to any person or entity, in each case, 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 ReleaseConfirming Released Claim.
Appears in 1 contract
Sources: Transition and Separation Agreement (Stronghold Digital Mining, Inc.)
Release of Claims. I voluntarily release and forever discharge As partial consideration for the Bankbenefit provided under Section 3(b) hereof, Executive hereby releases the Company, its affiliated subsidiaries and related entitiesAffiliates, its the respective officers, directors, and employees of each of the foregoing, and the predecessors, successors and assigns, its employee benefit plans and fiduciaries assigns of such plansall of the foregoing, and each of ▇▇▇▇▇▇▇, Dubilier & Rice, LLC, CVC Capital Partners Advisory (U.S.), Inc. and Temasek Holding (Private) Limited and their respective affiliates, including any investment fund affiliated with any of the current and former officersforegoing, 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, demandscauses of action, debts, and liability for damages and liabilities of every name and naturewhatever kind, known or unknown unknown, arising from or relating to Executive’s employment and separation from employment (“Released Claims”) that). Released Claims include claims (including claims to attorneys’ fees), as damages, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any contracts, express or implied (including the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against Employment Agreement); tort; discrimination; wrongful termination; any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state state, local, or local law (includingother governmental statute or ordinance, 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 limitation 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 Age Discrimination in Employment Act, M.G.L. c. 149as amended (“ADEA”), §§ 148-150Cthe Fair Labor Standards 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 ActAct of 1974, 29 U.S.C. § 1002(3as amended (“ERISA”); and any other legal limitation on the employment relationship. Notwithstanding the foregoing, Released Claims do not include claims for breach or enforcement of this Agreement, claims that arise after the execution of this Agreement, claims to vested benefits under ERISA, workers’ compensation claims, or any other claims that may not be released under this Agreement in accordance with applicable law. This waiver and release shall not apply to (i) any claims arising after Executive’s execution of this Release, (ii) any claims for compensation or benefits provided under Section 2 or 3 of this Agreement, (iii) any claims under Section 24 of the Employment Agreement (Indemnification) and under any directors and officers liability insurance under which Executive is covered as an insured or (iv) any claims as a shareholder of the Company. Executive represents and warrants that Executive has not filed any litigation based on any Released Claims. Executive covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Executive, shall be dismissed, except that this covenant and promise does not apply to any claim of Executive challenging the validity of the release of claims set forth in this Section 5 in connection with claims arising under the ADEA. Executive represents and warrants that Executive is the sole owner of any and all Released Claims that Executive may have; and that Executive has not assigned or otherwise transferred Executive’s right or interest in any Released Claim. Executive hereby confirms that he has no disagreement regarding any matter relating to the operations, policies or practices of the Company or any of its subsidiaries or Affiliates and no knowledge of any failure of any of them or any of their employees, officers, directors or shareholders at any time to have complied with any legal or regulatory requirements applicable to any of the foregoing persons or individuals. Executive specifically agrees as follows:
a. Executive has carefully read this Agreement and finds that it is written in a manner that Executive understands;
b. Executive is knowingly and voluntarily entering into this Agreement;
c. Executive acknowledges that the Company is providing benefits to which Executive would not otherwise be entitled in the absence of Executive’s entry into this Agreement, as consideration for Executive’s entering into this Agreement;
d. Executive understands that this Agreement is waiving any potential claims under the ADEA and other discrimination statutes, except as provided in this Agreement;
e. Executive is hereby advised by this Agreement to consult with an attorney prior to executing this Agreement and has done so or has knowingly and voluntarily waived the right to do so;
f. Executive understands he has a period of twenty-one (21) days from the date a copy of this Agreement is provided to Executive in which to consider and sign the Agreement (during which the offer will remain open), my continuing rights under and that Executive has an additional seven (7) days after signing this Agreement within which to revoke acceptance of the release of claims set forth in this Section 5;
g. If during the twenty-one (21) day waiting period Executive should elect not to sign this Agreement, or during the seven (7) day revocation period Executive should revoke acceptance of the release of claims set forth in Section 5 hereof, then this Agreement shall be void. The effective date of the release of claims set forth in this Section 5 shall be the eighth (8th) day after Executive signs and delivers this Agreement, provided he has not revoked acceptance; and
h. Executive may accept this Agreement (including the right to payment release of any bonus for which an award has been determined but has not been paid during claims included herein) before the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer expiration of the Bank under any applicable insurance policytwenty-one (21) days, contracts, governing documents or bylaws. In addition, nothing in this release which case Executive shall affect my rights arising from any relationship that I may have with waive 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 remainder 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 Release21-day waiting period.
Appears in 1 contract
Sources: Resignation Agreement (Univar Inc.)
Release of Claims. I voluntarily release and forever discharge In exchange for the BankCompany’s agreement to enter into the Consulting Agreement, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansto which you would otherwise not be entitled, and except as otherwise set forth in this Agreement, you hereby generally and completely release the current Company and former its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all 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, including by not limited to any claims relating to severance or any other benefit provided under the employment letter between you and the Company dated April 23, 2006, as amended on December 30, 2008; • 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 Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended), the California Family Rights Act, and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any form of discrimination other person or retaliation that is prohibited by entity, against the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay Company or any other compensation person or benefits, either under entity subject to the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing granted in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseparagraph.
Appears in 1 contract
Sources: Separation Agreement (ICO Global Communications (Holdings) LTD)
Release of Claims. I voluntarily release In exchange for the promises contained in this Agreement and forever discharge to the Bankextent permitted by law, its affiliated you, individually and related entitieson behalf of your respective Aristeguieta Transition and Separation Agreement 9 heirs, its predecessorsexecutors, successors administrators and assigns, its hereby unconditionally release ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇’s employee benefit and compensation plans, programs or arrangements, welfare benefit and pension benefit plans and fiduciaries of such plansplan administrators, successors, and the current assigns, and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing its or their past, present and future directors, officers, agents, employees, trustees, fiduciaries, representatives, insurers, and assigns (whether acting as agents for State Street or in their official individual capacity) (individually and personal capacities (collectively referred to as the “Releasees”) generally from and with respect to any and all claims, demands, debtscharges, damages liabilities, damages, actions, causes of action and liabilities suits of every name and naturetype whatsoever, known in law or unknown at equity related to or arising out of your employment or its termination, including but not limited to: (“Claims”a) 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 all claims under any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federallocal, state or local law federal discrimination, fair employment practices and other employment-related statute, regulation or executive order (as they may have been amended) prohibiting discrimination, harassment or retaliation based upon any protected status including, without limitation, Claims of age discrimination or retaliation race, ethnicity, national origin, age, gender, pregnancy, marital status, disability, veteran status and sexual orientation. Without limitation, specifically included in this paragraph are any 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 Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, Section 806 of the Corporate Fraud Accountability Act of 2002, the Equal Pay Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Orders 11246 and Claims of any form of discrimination 11141, and, to the fullest extent enforceable under applicable law, all similar federal, state or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)local statutes, regulations and orders; • (b) all claims under any other local, state or federal employment-related statute, regulation or executive order (as they may have been amended) relating to any terms and conditions of employment or separation from employment to the fullest extent enforceable under applicable law. Without limitation, specifically included in this paragraph are any claims arising under the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Worker Adjustment Retraining Notification Act (“WARN”), including any claims regarding advance notice of termination pursuant to WARN, the Fair Credit Reporting Act, and all similar federal, state statuteor local statutes, regulations and orders; • of defamation or other torts; • of violation of public policy; • (c) all claims for wages, bonuses, incentive compensation, vacation pay or any other compensation or short-term disability benefits, either and claims to any non-vested ownership interest in State Street provided through participation in a State Street plan or program other than the awards subject to the Award Agreements; (d) all claims under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, any state or otherwise; and • for damages or other remedies of any sort, federal common law theory including, without limitation, compensatory wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (e) any other damages, punitive damageswhether known or unknown, injunctive relief suspected or unsuspected, and attorney’s fees; providedwhether or not concealed or hidden, howeverwhich you now have, that this release shall not affect my rights under the Bank’s Section 401(k) plan, may have or may have had against any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security ActReleasees, 29 U.S.C. § 1002(3), my continuing rights under up 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 wagesdate you sign this Agreement, including vacation pay, statutory without limitation claims arising out of 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 your 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 separation from State Street (including claims 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.retaliation); and
Appears in 1 contract
Sources: Transition and Separation Agreement (State Street Corp)
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
(b) Notwithstanding the above, governing documents 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 1 contract
Release of Claims. I voluntarily Subject to Section 19, Executive does hereby generally and completely release each of the entities which comprise the Elevate Group and forever discharge the Bankeach of their respective 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, members, managers, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns (collectively, the “Employer Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of the foregoing or are in their official and personal capacities any way related to events, acts, conduct, or omissions occurring prior to Executive signing this Agreement. This general release includes, but is not limited to (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”): (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 or ever claimed to have had against any or all of the Releasees. This includes, without limitationExecutive’s employment with Employer, the release of all Claims: • relating to my employment by the Bank and Employment Agreement or the termination of my that employment; • of wrongful discharge(b) all claims related to Executive’s compensation or benefits from the Employer including, but not limited to, salary, bonuses, commissions, vacation pay, equity compensation, housing reimbursements, travel expense benefit, expense reimbursements, severance pay (other than the consideration set forth in Section 3), or fringe benefits; • 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 or state, and local law (statutory claims including, without limitationbut not limited to, Claims of age discrimination claims for discrimination, harassment, retaliation, attorneys’ fees, or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 and Claims (as amended), the federal Americans with Disabilities Act of any form 1990, the federal Age 15651.001 4827-9373-6347.7 Discrimination in Employment Act of discrimination or retaliation that is prohibited by 1967 including the Massachusetts General Laws Chapter 151BOlder Workers Benefit Protection Act (“ADEA”); • under any other federal or state statute; • , the Rehabilitation Act of defamation or other torts; • 1973, the Equal Pay Act of violation of public policy; • for wages1963, bonusesas amended, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149the Family and Medical Leave 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(3)the Worker Adjustment and Retraining Notification Act of 1988, my continuing rights under the Agreement (including Texas Commission of Human Rights Act, the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment)Texas Labor Code and all municipal, any state and federal statutory right to earned but unpaid wages, including vacation pay, statutory or and common law rights relating to discrimination, wrongful discharge, breach of indemnification contract, defamation and all other causes of action or defense for claims against me based on my status and conduct as an officer arising out 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 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 Employer and I have not filed with any agency or court any Claim released by this Releasetermination thereof.
Appears in 1 contract
Sources: Resignation and Release of Claims Agreement (Elevate Credit, Inc.)
Release of Claims. I voluntarily As part of the consideration in exchange for the Separation Payments and the COBRA Premium Benefit, you hereby release and forever discharge the Bank, Company including its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officersparents, directorssubsidiaries and affiliated entities, and their respective current and former successors, assigns, representatives, agents, attorneys, shareholders, members, officers, directors and employees, attorneys, accountants both individually and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally capacities, from all claimsdebts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, debtsin law or in equity, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, which you ever had, now claim have, or which may arise in the future, regarding any matter arising on or before the date of your execution of this Agreement, including but not limited to have all claims (whether known or ever claimed to have had against any unknown) by you or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my on your behalf regarding your employment by the Bank and the at or termination of my employment; • employment from the Company, any contract (express or implied), any claim for equitable relief or recovery of wrongful discharge; • of breach of contract; • of retaliation punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination under federalbased upon age, state race, color, sex, sexual orientation, marital status, religion, national origin, handicap, disability, genetic information or local law (includingretaliation, without limitationincluding any claim, Claims of age discrimination asserted or retaliation under the Age Discrimination in Employment Actunasserted, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation which could arise under Title VII of the Civil Rights Act of 1964 1964; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) the Equal Pay Act of 1963; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Genetic Information Nondiscrimination Act of 2008; the Family and Claims Medical Leave Act of any form 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) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification (“WARN”) Act of 1988; the New York State WARN Act; the New York State Human Rights Law; the New York City Human Rights Law; the New York City Earned Safe and Sick Time Act; the New York State Labor Law; and any other federal, 29 U.S.C. § 1002(3)state or local laws, my continuing rights rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise, or any right under any Company pension, welfare, or stock plans, except as provided below. This Agreement may not be cited as, and does not constitute any admission by the Agreement (including the right to payment Company of, any violation of any bonus for which such law or legal obligation. This Agreement does not release any rights or claims you may have pertaining to vested accrued benefits earned under an award has been determined but has not been paid during employee benefit plan maintained by the term Company and governed by the Employee Retirement Income Security Act of employment)1974 or any rights or claims you may have pursuant to the Indemnification Agreement. For its part, any statutory right to earned but unpaid wagesthe Company releases and forever discharges you from those debts, including vacation payobligations, 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 policypromises, covenants, agreements, contracts, governing documents endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or bylaws. In additiondemands, nothing in this release shall affect my rights arising from any relationship that I may have with law or in equity, which the Bank or any affiliated or related entity as a customer or a client. FurthermoreCompany ever had, 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 feesnow has, or costs from which may arise in the future, regarding any matter arising on or before the date of the Releasees Company’s execution of this Agreement, to the extent that you are entitled to indemnification with respect to any Claim released by this Release. I represent that I have not assigned such matter pursuant to any third party and I have not filed with any agency or court any Claim released by this ReleaseSection 4 of the Indemnification Agreement.
Appears in 1 contract
Release of Claims. I voluntarily i. In consideration for the Company’s agreement to provide the salary and benefits continuation described above, you (for yourself and any other person claiming or deriving a right from you) forever 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 and former officerstogether its/their employees, directors, shareholders, employees, attorneys, accountants officers agents and agents of representatives (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 liability, claims, demandsand demands and causes of action (by whatever name called and whether known or unknown) which you had, debtshave, damages or may have, arising out of:
1. your employment with the Company;
2. the cessation of such employment; or
3. any other act, omission, occurrence, or other event, up to and including through the date you sign this Agreement.
ii. This release includes, but is not limited to, claims and liabilities of every name and nature, known or unknown (“Claims”) that, as of under: 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 limitationAmericans with Disabilities Act, the release Civil Rights Act of all Claims: • relating to my employment by 1964, the Bank and the termination Civil Rights Act of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal1991, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (ERISA), Section 1981 through 1988 of Title 42 of the United States Code, The Immigration Reform and Control Act, 29 U.S.C. § 1002(3)federal and state whistleblower claims to the maximum extent permitted by law, my continuing rights The Worker Adjustment and Retraining Notification Act, The Fair Credit Reporting Act, The Family and Medical Leave Act, all as amended, any other claims under the Agreement (federal, state, including the right to payment state of any bonus Connecticut, or local law, and 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 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, costs, and the like. However, this release does not apply to (a) pension or costs from 401(k) benefits vested as of the end of the salary continuation period, (b) your rights in respect of your payment of $2,800,000 (as provided in the agreement between you and the Company dated January 25, 2007) which, together with the accrued interest thereon, shall be paid to you pursuant to the January 25, 2007 agreement on April 23, 2016, (c) your rights to indemnification and liability insurance coverage by virtue of your having been a director, executive and/or employee of the Company or any of its affiliates, (d) your rights and the Releasees with respect Company’s obligations under this Agreement, or (e) any claims that as a matter of law cannot be waived.
iii. If any claim, charge, complaint or action covered by the release is brought by you, for your benefit or on your behalf, you expressly waive any claim to any Claim released form of monetary or other damages to the fullest extent permitted by this Release. I represent that I have not assigned to law, including attorneys’ fees and costs, or any third party and I have not filed other form of personal recovery or relief in connection with any agency such claim, charge, complaint or court action. You further agree to dismiss with prejudice any Claim released pending civil lawsuit or arbitration covered by this Releasethe release.
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 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 1 contract
Release of Claims. I voluntarily release In consideration for the payments and forever discharge other benefits described in Section 10 of the BankEmployment Agreement, its affiliated Executive hereby fully and related entitiesfinally releases, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planswaives, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of discharges any and all of legal claims against the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of Company that he has through the date when I sign on which he signs this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This includesfull and final release, waiver, and discharge extends to legal and equitable claims of any kind or nature whatsoever including, without limitation, the release of all Claims: • relating to my employment by following:
(a) All claims that Executive has now, whether or not he now knows about the Bank claims;
(b) All claims for attorney’s fees and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or costs;
(c) All claims for alleged discrimination against him under any applicable federal, state or state, and local law (including, without limitation, Claims rights and claims of age discrimination or retaliation under the federal Age Discrimination in Employment Act, Claims of disability Act (“ADEA”) and federal Older Workers Benefits Protection Act (“OWBPA”); and discrimination or retaliation claims under the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (“CFEHA”), Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 (“Title VII”), and Claims the Americans With Disabilities Act (“ADA”);
(d) All claims arising out of his employment and the termination of his employment and service as an officer with the Company, including, but not limited to, any form alleged breach of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing;
(e) All claims for any other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and service as an officer with the Company; • and
(f) All claims for wagesany other form of pay, bonusesfor example bonus pay, incentive compensationpay, vacation pay or any other compensation or benefitsholiday pay, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedsick pay. Provided, however, that this the foregoing does not constitute a release shall not affect my rights or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, and the BankCompany’s Section certificate of incorporation and bylaws, (b) any vested interest he may have in any 401(k) planplan by virtue of his employment with the Company, (c) any other “employee benefit plan” as defined in Section 3(3rights or claims that may arise after it this Agreement is signed, (d) of any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (e) the Employee Retirement Income Security Actpayments and benefits specifically promised to Executive under this Agreement, 29 U.S.C. § 1002(3), my continuing rights under the Agreement or (including f) the right to payment institute legal action for the purpose of enforcing the provisions of this Agreement. Executive also hereby waives any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights reinstatement to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank Company. For purposes of this Section 2, “Executive” includes anyone who has or obtains any legal rights or claims through Executive, and the term “Company” means Cougar Biotechnology, Inc., and its termination. I agree that I shall not seek past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or accept damages assigns of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any all of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseforegoing entities.
Appears in 1 contract
Release of Claims. I voluntarily release In consideration of the Transition Benefits provided by Option Care, Employee, for Employee personally and forever discharge the BankEmployee’s representatives, its affiliated and related entitiesheirs, its predecessorsexecutors, administrators, successors and assigns, fully, finally and forever releases and discharges Option Care and its employee benefit plans and fiduciaries of such plansaffiliates, and the current and former as well as their respective successors, assigns, officers, owners, directors, shareholdersagents, employeesrepresentatives, attorneys, accountants insurers, and agents employees (“Released Parties”), of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsactions, damages causes of action, suits, damages, losses, and liabilities expenses, of any and every name and naturenature whatsoever, individually or as part of a group action, known or unknown (“Claims”) thatunknown, as a result of actions or omissions occurring through the date when I sign Employee signs this ReleaseAgreement. Specifically included in this waiver and release are, I haveamong other things, ever hadclaims of unlawful discrimination, now claim harassment, retaliation, or failure to have accommodate; related to terms and conditions of employment; for compensation 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 benefits; and/or for wrongful 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 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 Americans with Disabilities Act, M.G.L. c. 149the Civil Rights Act of 1866, §§ 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), the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act (FMLA), the National Labor Relations Act (NLRA), the Uniformed Services Employment and Reemployment Rights Act, 29 U.S.C. § 1002(3the Worker Adjustment and Retraining Notification Act, any amendments to the foregoing, or any other federal, state or local statute, rule, ordinance, or regulation (in each case as amended), my continuing as well as claims in equity or under the common law for tort, breach of contract, wrongful discharge, defamation, emotional distress, and negligence or other unlawful behavior. Nothing in this Agreement is intended to waive claims (a) for unemployment or workers’ compensation benefits, (b) for vested rights under employee compensation and benefit plans as applicable on the Agreement date Employee signs this Agreement, (including the right to payment c) that may arise after Employee signs this Agreement, (d) for reimbursement 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 expenses 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, attorneyOption Care’s feesexpense reimbursement policies, or costs from any of the Releasees with respect to any Claim (e) which 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 Releaseprivate agreement.
Appears in 1 contract
Sources: Transition and Separation Agreement (Option Care Health, Inc.)
Release of Claims. I In consideration for, among other terms, the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, together with Novelion Therapeutics, Inc., its and their subsidiaries, and affiliated and related entities, its and their respective predecessors, successors and assignsassigns (collectively, the “Affiliates”), its and their respective employee benefit plans plans, equity incentive plans, and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Company Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesCompany Releasees relating to or arising from your employment with the Company or termination or your employment with the Company. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank and the termination of my employmentemployment with the Company; • arising from your Employment Agreement dated November 28, 2016, as amended; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Employee Retirement Income Security Act and the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statutestatute (including, without limitation, Claims under the Fair Labor Standards Act); • of defamation under the Ontario Employment Standards Act, 2000 and the British Columbia Employment Standards Act, the Ontario Human Rights Code and the British Columbia Human Rights Code, and any other applicable Canadian or provincial law, regulation or other torts; • of violation of public policyrequirement (each as amended from time to time); • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ §148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my (a) Claims that arise after the Effective Date of this Agreement, (b) your rights under this Agreement, (c) your vested rights under the BankCompany’s Section 401(k) plan, any other “employee benefit plan” as defined (d) your rights to the options and RSUs discussed above in Section 3(33, (e) your rights to continued health insurance coverage pursuant to COBRA, (f) your rights to indemnification arising under the Company’s or any Affiliate’s bylaws, contracts/agreements or otherwise by law, (g) your right to coverage under the Company’s or any Affiliate’s D&O insurance policy; (h) your right to contribution in the event that a judgment is entered against you for which you and the Company or any of the Employee Retirement Income Security Actother Company Releasees are found to be jointly liable, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the i) your right to payment the tax consultation expense reimbursement and the tax equalization benefit as described in Section 10 and 11 of any bonus for which an award has been determined but has your Employment Agreement dated November 28, 2016; or (j) Claims that cannot been paid during the term of employment), any statutory right be lawfully waived or released. You agree not to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Company Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.
Appears in 1 contract
Release of Claims. I voluntarily release (a) In exchange for the Company’s providing ▇▇▇▇▇▇ with the Separation Benefits described in Section 2 above, ▇▇▇▇▇▇ releases and forever discharge discharges the BankCompany, as well as its affiliated and related entitiesparent companies, its predecessorsaffiliates, successors and assignssubsidiaries, its employee benefit plans and fiduciaries of such plansdivisions, and the current and former officers, directors, shareholdersstockholders, employees, agents, representatives, attorneys, accountants and agents of their respective successors, assigns, heirs, executors and administrators (collectively, the “Company 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 causes of action of every name kind and nature, whether known or unknown unknown, direct or indirect, accrued, contingent or potential, which ▇▇▇▇▇▇ ever had or now has arising out of or related to his employment with the Company and the termination thereof (“Claims”) that, as of except where and to the date when I sign this Release, I have, ever had, now claim to have extent that such a release is expressly prohibited or ever claimed to have had against any or all of the Releaseesmade void by law). This The release includes, without limitation, the ▇▇▇▇▇▇’▇ release of the Company Parties from any claims for lost wages or benefits, compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any other form of damages or relief. In addition, this release is meant to release Company Parties from all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of common law claims, including claims in contract or tort, including, without limitation, claims for breach of contract; • , wrongful or constructive discharge, intentional or negligent infliction of retaliation emotional distress, misrepresentation, tortious interference with contract or discrimination prospective economic advantage, invasion of privacy, defamation, negligence or breach of any covenant of good faith and fair dealing. ▇▇▇▇▇▇ also specifically and forever releases the Company Parties (except where and to the extent that such a release is expressly prohibited or made void by law) from any claims under federal, state or local law (includingbased on unlawful employment discrimination, without limitationharassment, Claims or retaliation, including but not limited to, claims for violation 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 Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Genetic Information and Claims Discrimination Act, the Family and Medical Leave Act, and any state laws prohibiting discrimination, harassment and/or retaliation.
(b) In exchange for the mutual promises herein, the Company hereby releases and forever discharges ▇▇▇▇▇▇ from any and all claims, demands, and causes of action of every kind and nature, whether known or unknown, direct or indirect, accrued, contingent or potential, which Company ever had or now has arising out of or related to his employment with or service as a member of the board of directors of the Company and the termination thereof (except where and to the extent that such a release is expressly prohibited or made void by law).
(c) Each party hereby acknowledges that this release applies both to known and unknown claims that may exist between them. Each party expressly waives and relinquishes all rights and benefits which he may have under any form state or federal statute or common law principle that would otherwise limit the effect of discrimination this Agreement to claims known or retaliation suspected prior to the date he executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. In addition, each party hereby expressly understands and acknowledges that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and he explicitly took that into account in giving this release.
(d) Unless prohibited by applicable law or regulation, ▇▇▇▇▇▇ further agrees not to hereafter, directly or indirectly, ▇▇▇, assist in or be a voluntary party to any litigation 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 one or benefitsmore of the Company Parties for any claims relating to events occurring prior to or simultaneously with the execution of this Agreement. Notwithstanding the foregoing, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cnothing in this Agreement prohibits ▇▇▇▇▇▇ from filing a charge with, or otherwise; and • for damages participating in any investigation or other remedies of any sortproceeding conducted by, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesthe U.S. Equal Employment Opportunity Commission or a comparable state or federal fair employment practices agency; provided, however, that this release shall not affect my rights under Agreement fully and finally resolves all monetary matters between ▇▇▇▇▇▇ and the Bank’s Section 401(k) planCompany Parties, and by signing this Agreement, ▇▇▇▇▇▇ acknowledges that he is waiving 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)monetary damages, any statutory right attorneys’ fees and/or costs 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 such charge, complaint or lawsuit filed by ▇▇▇▇▇▇ or on ▇▇▇▇▇▇’▇ behalf, individually or collectively.
(e) ▇▇▇▇▇▇ agrees and acknowledges that I may have with the Bank or he has no cause to believe that 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 violation of any naturelocal, other equitable state or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees federal law that has occurred with respect to his employment or separation of employment from the Company. Nothing in this Agreement extinguishes any Claim released by claims ▇▇▇▇▇▇ may have against the Company for breach of this ReleaseAgreement or any claims arising from events that occur following the effective date of this Agreement. I represent Nothing in this Agreement extinguishes any claims the Company may have against ▇▇▇▇▇▇ for breach of this Agreement or any claims arising from events that I have not assigned to any third party and I have not filed with any agency or court any Claim released by occur following the effective date of this ReleaseAgreement.
Appears in 1 contract
Sources: Separation and Release Agreement (Coronado Biosciences Inc)
Release of Claims. I In consideration for, among other terms, the Lump Sum Payment, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the BankCompany, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I you sign this ReleaseAgreement, I you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my your employment by the Bank Company and the termination of my your decision to resign from such employment; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Pennsylvania Minimum Wage Act, M.G.L. c. 149, 43 Pa. Stat. §§ 148333.101-150C115, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my your vested rights under the BankCompany’s Section 401(k) planplan or your rights under this Agreement and nothing herein releases any claims that you have or may have against the Company regarding (a) the performance or nonperformance of obligations arising under this Agreement, any other “employee benefit plan” as defined in Section 3(3) including without limitation payment of the Employee Retirement Income Security Actbenefits and equity set forth in Sections 2 and 3 hereof, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of b) any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status Company that may arise after this Agreement has become effective, (c) any indemnification and conduct defense rights available to you as an officer or director of the Bank Company, or (d) continued healthcare coverage under any applicable insurance policy, contracts, governing documents an employee health plan pursuant to COBRA or bylawssimilar state law. In addition, nothing You acknowledge that the resignation of your employment in accordance with this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I Agreement shall not seek or give rise to any Claims. You agree not to accept damages of any nature, other equitable or legal remedies for my your own benefit, benefit or attorney’s fees, fees or costs from any of the Releasees with respect to any Claim released by this ReleaseAgreement. I As a material inducement to the Company to enter into this Agreement, you represent that I you have not assigned any Claim to any third party and I have not filed with any agency or court any Claim released by this Releaseparty.
Appears in 1 contract
Sources: Resignation Agreement (Ansys Inc)
Release of Claims. I voluntarily In consideration of the Severance Benefit, I, on behalf of myself, my heirs, assigns, legal representatives, successors in interest, and any person claiming through me or any of them, hereby completely release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of all “Released Parties” (as that term is defined in paragraph 4 below) from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsdemands or liabilities whatsoever, debts, damages and liabilities based on any act or omission occurring before my signing of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claims, demands or liabilities arising out of age discrimination my employment with any Released Party or retaliation under the Age Discrimination in Employment Actending of such employment. The matters released include, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut are not limited to, Claims of discrimination or retaliation under any claim arising under: Title VII of the Civil Rights Act of 1964 1964; the Federal Civil Rights Act of 1991; the Worker Adjustment and Claims Retraining Notification Act of any form 1988; the Americans with Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Federal Family and Medical Leave Act of 1993; • under any other federal or state statutethe Equal Pay Act; • of defamation or other tortsthe ▇▇▇▇▇ Civil Rights Act; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; any federal, 29 U.S.C. § 1002(3)state or local law, my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid regulation or ordinance regulating wages, including hours and working conditions; any action based on any alleged breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar benefit, sick leave, pension, retirement, vacation pay, statutory holiday pay, stock options, car allowance, life insurance, health or common law rights medical insurance, or any other fringe benefit; any claim for reimbursement of indemnification health or defense medical costs; and any claim for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylawsdisability. In addition, nothing Notwithstanding anything in this release to the contrary, this release shall affect my rights arising from not effect a release of any relationship that claim I may have with the Bank for post-termination rights or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to benefits under my employment with agreement and any claim for indemnification from the Bank Company under my employment agreement or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releaseotherwise.
Appears in 1 contract
Sources: Employment Agreement (Endurance International Group Holdings, Inc.)
Release of Claims. I voluntarily release In exchange for the payments and other considerations under this Agreement to which you would not otherwise be entitled, you hereby release, acquit and forever discharge the BankCompany, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansaffiliates, and the current and former their officers, directors, shareholders, employees, attorneysshareholders and agents, accountants of and agents of from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages costs, expenses, attorney's fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity or otherwise, known or unknown (“Claims”) thatunknown, as suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date when I sign you execute this ReleaseAgreement, I haveincluding (but not limited to): all claims and demands directly or indirectly arising out of or in any connection with the Offer Letter, ever had, now claim to have your employment with the Company or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my your employment; • all claims or demands related to salary, bonuses, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, severance benefits, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under and all claims and demands pursuant to any federal, state or local law law, including (includingbut not limited to) the federal Civil Rights Act of 1964, without limitationas amended, Claims of age discrimination or retaliation under the federal Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under as amended ("ADEA"), the federal Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under Title VII the Washington Law Against Discrimination in Employment, tort law and contract law, including (without limitation) chime for wrongful discharge, discrimination, fraud, defamation, harassment, emotional distress, and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)fair dealing; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, provided however, that this the foregoing release of claims shall not affect my rights under apply to any right of indemnification that you may have pursuant to the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) Bylaws of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment Company as a consequence of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct your service as an officer officer, director or employee of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseCompany.
Appears in 1 contract
Sources: Separation Agreement (Quinton Cardiology Systems Inc)
Release of Claims. I voluntarily release In consideration of the payments described in Section 1 above, on behalf of himself and forever discharge the Bankhis heirs, its affiliated and related entitiesfamily members, its predecessors, successors executors and assigns, Employee hereby fully and forever releases the Company and its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersinvestors, employeesstockholders, attorneysadministrators, accountants affiliates, divisions, subsidiaries, predecessor and agents successor corporations and assigns, from, and agrees not to ▇▇▇ 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 them may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement, including but not limited to:
(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 Employee’s employment by relationship with the Bank Company and the termination of my that relationship;
(b) any and all claims for wrongful discharge of employment; • termination in violation of wrongful dischargepublic policy; • of discrimination; breach of contract, both express and implied; • breach of retaliation a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or discrimination intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(c) any claim under federal, state, or local law which provides civil remedies for any and all claims for violation of 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 Federal Family Medical Leave Act, M.G.L. c. 149the Fair Labor Standards Act (as amended), §§ 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 and New York Law Against Discrimination;
(d) any and all claims for violation of the federal, my continuing rights under the Agreement or any state constitution;
(including the right to payment e) any and all claims arising out of any bonus other laws and regulations relating to employment or employment discrimination;
(f) any claims for which an award has been determined but has not been paid during breach of fiduciary duty or violations of applicable state corporate law; and
(g) any and all claims for attorneys' fees and costs. Employee agrees that the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing release set forth in this release section 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 or a clientcomplete general release as to the matters released. Furthermore, nothing in this 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 does 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 extend to any Claim released by obligations incurred under 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 ▇▇▇▇▇▇▇▇ hereby releases, acquits and forever discharge the Bankdischarges EXAR, 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, 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, or potential 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 Termination Date, including but not limited to: any and all such claims and demands directly or indirectly arising out 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 way connected with ▇▇▇▇▇▇▇▇’ employment with EXAR 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, or any other ownership interests in EXAR, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of wrongful dischargecompensation; • of breach of contract; • of retaliation or discrimination under claims pursuant to any federal, state 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 of disability discrimination or retaliation under as amended (“ADEA”); the federal Americans with Disabilities Act of 1990; the California Fair Employment & Housing Act, Claims of discrimination or retaliation under Title VII as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the Civil Rights Act implied covenant of 1964 good faith and Claims fair dealing. Effective January 1, 2015, the Company will release, acquit and forever discharge ▇▇▇▇▇▇▇▇ of and from any form and all claims, or potential claims, liabilities, demands, causes of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • action costs, expenses, attorneys’ fees, damages, indemnities and obligations of defamation or other torts; • of violation of public policy; • for wagesevery kind and nature, bonusesin law, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cequity, or otherwise; , known or unknown, suspected and • for damages unsuspected, disclosed and undisclosed, arising out of 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 related to my employment ▇▇▇▇▇▇▇▇’ Employment with the Bank EXAR except claims or its termination. I agree that I shall not seek or accept damages potential claims, liabilities, demands, causes of any action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, other equitable or legal remedies for my own benefitin law , attorney’s feesequity, or costs from otherwise, in any way related to acts of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party fraud, willful misconduct and I have not filed with any agency or court any Claim released by this Releasegross negligence.
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 payments and former benefits provided to you pursuant to this Agreement, you hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement and which arise out of or are in any way related to your employment or other relationship, or termination of such employment or other relationship, with the Company or any of the foregoing Company’s subsidiaries and/or affiliates, including but not limited to: (1) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in their official and personal capacities the Company; (collectively referred to as the “Releasees”2) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (3) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (4) all federal, state state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Claims Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of any form 1974 (as amended), the Family and Medical Leave Act of discrimination or retaliation that is prohibited by 1993, and the Massachusetts General Laws Chapter 151B); • under any California Fair Employment and Housing Act (as amended) and similar laws in other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesjurisdictions; provided, however, that nothing herein shall (i) release the Company from any claims arising from or by reason of any breach by the Company of this release shall not affect my rights Agreement; or (ii) interfere with your rights, if any, to indemnification or director’s and officer’s liability insurance coverage provided to you by any agreement with the Company or any provision or any By-Law of the Company or application of law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under the Bank’s California Business & Professions Code Section 401(k) plan, 17200 or under any other “employee benefit plan” as defined unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in Section 3(3) this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination or retaliation on the Employee Retirement Income Security Actbasis of workers’ compensation status, 29 U.S.C. § 1002(3), my continuing rights under the but does not include workers’ compensation claims. Excluded from this Agreement (including are any claims which by law cannot be waived in a private agreement between employer and employee. You have the right to payment of file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any bonus for which an award has been determined but has not been paid during the term of employment)state or local fair employment practices agency, however, you waive any statutory right to earned but unpaid wagesany monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf. The Company releases you from all claims to the same extent that you release it, 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 Agreement shall affect my rights be deemed to apply to any liability 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 out 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 intentional and wrongful act 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 Releaseyou.
Appears in 1 contract
Sources: Separation Agreement (Yahoo Inc)
Release of Claims. I By signing this Agreement, Employee agrees that the payments described above are adequate consideration for the release of the claims described in this Agreement. Employee agrees that he is acting of his own free will, voluntarily release and forever discharge the Bankon behalf of himself, its affiliated and related entitieshis heirs, its predecessorsadministrators, executors, successors and assigns. Except for the obligations set forth herein, Employee hereby releases Employer and its employee benefit plans and fiduciaries of such planspredecessors, and the current and former officerssubsidiaries, affiliates, directors, shareholdersofficers, employees, attorneysand agents, accountants and agents each of them ("the Released Parties"), from any and all debts, obligations, claims, demands, judgments, or causes of the foregoing action of any kind whatsoever, in their official tort, contract, by statute, or on any other basis, for compensatory, punitive, or other damages, expenses, reimbursements, or costs of any kind, including, but not limited to any and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsrights, damages and liabilities and/or causes of every name and natureaction arising out of his employment with Employer, 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 any asserted or unasserted 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 Actviolations of civil rights such as, Claims of disability discrimination or retaliation under the Americans with Disabilities Actbut not limited to, Claims of discrimination or retaliation those arising 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 and/or 1871, the Massachusetts General Laws Chapter 151BAge Discrimination in Employment Act of 1967 ("ADEA"); • under any other federal or state statute; • , the Americans With Disabilities Act of defamation or other torts; • 1990, Executive Order 11246, the Equal Pay Act of violation 1963, the Rehabilitation Act of public policy; • for wages1973, bonuses, incentive compensation, vacation pay or any other compensation applicable federal, state, or benefitslocal employment discrimination statute or ordinance or any other claim, either whether statutory or based on common law, arising: (1) by reason of his employment with Employer or the termination of his employment or the circumstances related to the termination; (2) any claims arising under the Massachusetts Wage ActEmployment Agreement, M.G.L. c. 149and/or (3) by reason of any other matter, §§ 148-150Ccause, or otherwise; thing whatsoever, from the first date of employment to the date or execution of this Agreement. Employee agrees and • for damages or other remedies of covenants not to initiate 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 litigation based on my status and conduct as an officer of the Bank under any applicable insurance policyevents, contractsoccurrences, governing documents acts 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 omissions which relate in any way to my Employee's employment with Employer, the Bank termination thereof 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 which are the subject 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 Releasereleases given herein.
Appears in 1 contract
Release of Claims. I In consideration for, among other terms, the opportunity to continue your employment during the Transition Period and the Additional Consideration described in Sections 1 and 2, to each of 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, unless excluded below. 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 discrimination, retaliation or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation otherwise under the Americans with Disabilities Act, Claims of discrimination or retaliation under Age Discrimination in Employment Act, and Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B1964); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under including without limitation, pursuant 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 your rights under the Bank’s Section 401(k) planthis Agreement. Further, any other “employee benefit plan” you are not releasing your rights or claims to: indemnification and defense for your former role as defined in Section 3(3) Chief Financial Officer 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 Company or your role as an award has been determined but has not been paid advisory consultant during the term of employment)Transition Period, any statutory right in each case 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 bylawsextent provided in the D & O Policy; and/or your vested equity. 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 party. You acknowledge and I have not filed with represent that, except as expressly provided in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any agency or court any Claim released by this Releaseand all other benefits and compensation due to you.
Appears in 1 contract
Sources: Transition Agreement (Allena Pharmaceuticals, Inc.)
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 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; • equity in the Company and any other acts or omissions related to any matter on or prior to the date 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 any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)1990; • 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 (“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 Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) the New York State Human Rights Law, the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law, the New York City Earned Sick Leave Law, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, 29 U.S.C. § 1002(3)the New Jersey Family Leave Act, my continuing rights the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, and retaliation claims under the Agreement New Jersey Workers’ Compensation Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; (R) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; or (S) any claim, whether direct or derivative, arising from being a shareholder of the Company or any other Released Party; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Further Released Claim (as defined below); (iii) any and all rights, benefits, or claims Executive may have under any employment contract (including the right to payment Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any bonus for which an award has been determined but has kind not been paid during expressly set forth in the term Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of employment), this nature that Executive may have against 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 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, or (ii) any claim to vested benefits under any applicable insurance policy, contracts, governing documents or bylawsan employee benefit plan that is subject to ERISA. In additionFurther notwithstanding this release of liability, 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 A. For good and forever discharge valuable consideration, including the BankCompany’s provision of a severance payment and benefits as set forth in Sections 1 and 3 of the Separation Agreement, its affiliated Executive hereby releases and related entitiesdischarges the Company, its the Partnership (as defined in the Separation Agreement) and each of their affiliates, subsidiaries, partners, members, predecessors, successors and or assigns, its employee benefit plans and fiduciaries of such plansalong with their respective owners, and the current and former partners, officers, directors, shareholdersmembers, employees, agents, attorneys, accountants successors, administrators and agents of insurers (collectively the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsliabilities and causes of action, damages whether statutory or common law, which are now known, or reasonably should be known, to ▇▇▇▇, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and liabilities all claims or causes of every name and nature, known action relating to any matter occurring on or unknown (“Claims”) that, as of prior to the date when I sign that Executive executed this ReleaseAgreement, I have, ever had, now claim to have or ever claimed to have had against including without limitation any or all of the Releasees. This includes, without limitation, the release of all Claimsalleged violation of: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under i) the Age Discrimination in Employment ActAct of 1967, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under as amended; (ii) Title VII of the Civil Rights Act of 1964 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Claims Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination law; (xii) any state or federal wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xvi) any and all claims Executive may have arising out of, or as the result of any form breach of, the Employment Agreement (as defined in the Separation Agreement), that certain Severance Agreement dated as of discrimination or retaliation that is prohibited by June 12, 2009 between Executive and the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesPartnership, bonuses, incentive compensation, vacation pay or any other contract, incentive compensation plan or benefitsagreement, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cunit subscription agreement, or otherwise; and • for damages stock option plan or other remedies of agreement with any sortCompany Party (collectively, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesthe “Released Claims”); provided, however, that this release shall does not affect my rights under apply to the BankCompany’s Section 401(kobligations to Executive that may arise under: (i) planthe Separation Agreement; (ii) the Cobalt International Energy L.P. Deferred Compensation Plan; and (iii) to the extent applicable, any other “employee benefit plan” the Class D Award Agreement (as defined in Section 3(3the Separation Agreement) and the LTIP (as defined in the Separation Agreement) as a result of Executive’s continuing ownership of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing 45,000 Class D Restricted Shares referenced in Section 3 of the Separation Agreement; (iv) any rights of defense or indemnification which would be otherwise afforded to the Executive under the Agreement Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries or any written indemnification agreement by and between Company and the Executive; (including the right to payment of v) any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of defense or indemnification which would be otherwise afforded to the Executive under any liability or defense for claims against me based on my status and conduct as an officer other insurance policy maintained by Company; (vi) any rights of the Bank Executive under any applicable insurance policyhealth, contractsmedical and welfare benefit programs; and (vii) such other rights or claims as may arise after the date of this Agreement.. This Release is not intended to indicate that any Released Claims exist or that, governing documents if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Additionally, the Company hereby RELEASES AND FOREVER DISCHARGES Executive from any and all legal responsibilities, claims, rights of action, causes of action, suits, debts, liabilities, judgments, demands, damages, costs, attorneys’ fees, expenses and all claims of any kind and all damages of any kind on account of, arising from, related to, or bylaws. In additionin any way growing out of Executive’s employment or separation from employment with Company and which are now known, or reasonably should be known, to the Company and based upon any facts occurring prior to the date Company executes this Agreement.
B. Notwithstanding this release of liability, nothing in this release shall affect my rights arising Release prevents Executive from filing any relationship that I may have non-legally waivable claim, including a challenge to the validity of this Release with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any affiliated investigation or related entity proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a customer result of such EEOC or a clientcomparable state or local agency proceeding or subsequent legal actions. FurthermoreFurther, nothing in no event shall the Released Claims include any claim which arises after the date this release shall affect my Release is executed by Executive, including any claim to enforce Executive’s rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with under the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSeparation Agreement.
Appears in 1 contract
Sources: Separation Agreement (Cobalt International Energy, Inc.)
Release of Claims. I voluntarily release and forever discharge the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such 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 disputed wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; • 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), the California Fair Employment and Housing Act (as amended), the California Labor Code, the California Constitution and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released. 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. Excluded from this Agreement are claims for workers’ compensation and unemployment benefits rights, indemnification rights you have against the Company, including without limitation any claims under the Indemnification Agreement (including as executed between you and the Company on March 10, 2017), (the “Indemnification Agreement”) the right to payment of file a charge or complaint with or participate in an investigation, hearing, or proceeding 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 vested retirement benefits pursuant to any Company benefit plan, and any claims that by law cannot been paid during the term of employment)be waived in a private agreement between employer and employee. 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 state or related entity as local fair employment practices 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 (Altaba Inc.)
Release of Claims. I voluntarily As a condition of the Company’s willingness to enter into this Separation Agreement, and in consideration for the Company’s agreements contained in this Separation Agreement (including, without limitation, the Company’s release of claims and covenant not to sue provided in Section 8), the Executive, for, and with the intention of binding, himself and the other Executive Releasors (defined below), hereby releases, waives and forever discharge discharges the Bank, its affiliated Company and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansthe other Company Releasees (defined below) from, and the current hereby acknowledges full accord and former officerssatisfaction of, directors, shareholders, employees, attorneys, accountants and agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtscauses of action, damages and liabilities of every name and natureany kind whatsoever (upon any legal or equitable theory, known whether contractual, common law or unknown (“Claims”) thatstatutory, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that the Executive and the Executive Releasors, or any of them, ever had, now has or hereafter may have against the Company and the other Company Releasees up to and including the date the Executive executes this Separation Agreement (collectively, the “Executive Released Claims” and each an “Executive Released Claim”). Without limiting the generality of the foregoing, the Executive and the other Executive Releasors hereby release and forever discharge the Company and the other Company Releasees from:
(i) any and all claims relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment;
(ii) any and all claims of employment discrimination, harassment or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation any and all claims under Title VII of the Civil Rights Act of 1964 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, §§ 148-150Cthe Age Discrimination in Employment Act, or otherwise; the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act of 2008, the Family Medical Leave Act, the Health Insurance Portability and • for damages or other remedies Accountability Act of any sort1966, includingthe National Labor Relations Act, without limitationthe Occupational Safety and Health Act, compensatory damagesthe Families First Coronavirus Response Act, punitive damagesthe Coronavirus Aid, injunctive relief 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 Economic Security Act, 29 U.S.C. the Constitution of Nevada, Nevada Revised Statutes (“N.R.S.”) § 1002(3608.017 (wage discrimination based on sex), my continuing rights under N.R.S. §§ 613.310 - 613.345 (unlawful employment practices), the Agreement Nevada Occupational Safety and Health Act (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employmentN.R.S. § 618.005 et seq.), any Nevada state civil rights act, any state 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 wage claim as an officer set forth in Chapter 608 of the Bank under Nevada Revised Statutes, 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 laws of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.State of Nevada, the Constitution of Nebraska, the Nebraska Fair Employment Act, Neb. Rev.
Appears in 1 contract
Release of Claims. I voluntarily release For the Consideration set forth in paragraph 2 and forever discharge the Bankmutual covenants set forth in this Agreement, Sandahl hereby fully releases the Company, and all of its affiliated and owners, affiliates, subsidiaries or other related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersagents, representatives, attorneys, employees, attorneysshareholders, accountants predecessors, successors 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 costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of every name kind and nature, in law, equity, or otherwise, known or unknown (“Claims”) thatunknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Sandahl’s employment with the Company or the conclusion of that employment; claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in the Company, vacation pay, personal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, or common law cause of action including, but not limited to, wrongful discharge claims; whistleblower claims; breach of express or implied contract claims; retaliation claims; the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; 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 Family and the termination of my employmentMedical Leave Act; • 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(“ADEA”); • under the Worker Adjustment and Retraining Notification Act (WARN) or any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesacts prohibiting discrimination based on race, bonusescolor, incentive compensationcreed, vacation pay marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseprotected characteristic; tort law; contract law; wrongful discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and • for damages or other remedies breach of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief the implied covenant of good faith and attorney’s fees; provided, however, that this fair dealing. This release shall not affect my rights apply to claims for workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any claims for indemnity or for coverage 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 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 ReleaseDirector & Officer Liability insurance.
Appears in 1 contract
Release of Claims. I voluntarily release and forever discharge the Banka) Zames hereby releases JPMC, its affiliated employees, directors, officers, representatives, administrators, agents, and related entities, its predecessors, successors assigns and assigns, its employee benefit plans trustees and fiduciaries of such plansany JPMC employee benefit plan (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 “ReleaseesReleases”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known liability for any claims 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: • potential claims relating to my Zames employment by the Bank and with JPMC and/or the termination of my Zames employment; • , subject to the exceptions listed below. Zames understands that this Release will be binding on Zames, his heirs, assigns, representatives and estate. Zames understands that “claims” includes claims Zames knows about and claims Zames does not know about, as well as the continuing effects of wrongful discharge; • of breach of contract; • of retaliation or discrimination anything that happened before Zames signs below.
b) The claims Zames is releasing include, but are not limited to: ▪ any claims under any federal, state or local law (law, 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 the Employee Retirement Income Security Act of discrimination or retaliation 1974 ("ERISA") including, but not limited to, breach of fiduciary duty and equitable claims arising under §1132(a)(3) of ERISA, Title VII of the Civil Rights Act of 1964 and Claims 1964, the Vocational Rehabilitation Act of any form 1973, the Age Discrimination in Employment Act of discrimination or retaliation that is prohibited 1967, as amended by the Massachusetts General Laws Chapter 151BOlder Workers Benefit Protection Act of 1990, the Civil Rights Acts of 1866, 1871 and 1991, including Section 1981 of the Civil Rights Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (all as amended), state or local wage and hour laws, state or local laws against discrimination and any claims of retaliation; • ▪ any and all claims arising under common law, including any other federal policy, procedure, practice, contract (whether express, oral, written or state statute; • implied from any source), tort (including but not limited to claims of defamation defamation, intentional or other torts; • negligent infliction of violation emotional distress, tortious interference, wrongful or abusive discharge, conversion, fraud, negligence, loss of consortium), or public policy; • for wagesand ▪ any and all claims of retaliation under all federal, bonusesstate, incentive compensation, vacation pay local or common or other law.
c) The following are claims that Zames is not releasing: ▪ any other compensation legal obligations of the Company to indemnify Zames under applicable articles of incorporation and by-laws consistent with applicable law or benefits, either under any directors and officers (D&O) liability insurance policy pursuant to which Zames may have rights; or ▪ any rights or claims (i) under the Massachusetts Wage Actterms of this Agreement, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies (ii) under the terms of any sortretirement, 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 pension or deferred compensation plan for payment of any bonus vested benefits, (iii) 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 reimbursement of any natureproperly documented unreimbursed expenses, other equitable or legal remedies for my own benefit, attorney’s fees(iv) under the terms of any employee welfare plan in which Zames participates, or costs (v) as required by law, all as in effect from time to time, or ▪ any rights or claims that may accrue after the date this Agreement is executed.
d) JPMC hereby warrants that it has no present intention of the Releasees with respect to bringing any Claim released by this Release. I represent that I have not assigned to claim, action or cause of action of any third party and I have not filed with any agency or court any Claim released by this Releasekind against Zames.
Appears in 1 contract
Release of Claims. I voluntarily release a. Executive, for and forever discharge in consideration of the Bankpromises and covenants set forth in the Agreement, its affiliated on behalf of himself and related entitieshis heirs, its predecessorsexecutors, administrators, representatives, distributes, legatees, beneficiaries, successors and assigns, its employee benefit plans hereby irrevocably and fiduciaries of such plansunconditionally releases and discharges, fully, finally and forever, the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of Company Releasees from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandscauses of action, lawsuits, liabilities, debts, damages accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and liabilities demands of every name any nature whatsoever, in law or in equity, both known and natureunknown, known asserted or unknown (“Claims”) thatnot asserted, as foreseen or unforeseen, which Executive ever had or may presently have against any of the date when I sign this Release, I have, ever had, now claim Company Releasees arising from the beginning of time up to have or ever claimed to have had against any or all of and including the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sortRelease Effective Date, including, without limitation, compensatory damagesall matters in any way related to or arising out of Executive’s employment by the Company and any and all of its affiliates or the cessation of Executive’s employment with the Company and any and all of its affiliates including, punitive damageswithout limitation, injunctive relief any and attorney’s fees; provided, however, that this release shall not affect my rights all claims arising under the Bank’s Section 401(k) planCivil Rights Act of 1964, any other “employee benefit plan” as defined in Section 3(3) amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1002(3)the National Labor Relations Act, my continuing the Corporate and Criminal Fraud Accountability Act of 2002, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York City Human Rights Act, the New York Wage Payment Law, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine.
b. Notwithstanding the foregoing, the waiver and release set forth in Section 1(a) of this Supplemental Release does not extend to any right or claim of the Executive (i) to enforce the terms of the Agreement or this Supplemental Release; (ii) to whatever vested rights Executive may have under any Company benefit plan; (iii) that (whether specified above or not) cannot be waived as a matter of law pursuant to federal, state, local or foreign statute; (iv) to any equity of, or ownership interest in, ▇▇▇▇▇▇▇ & Co. that Executive continues to hold following the Termination Date; (v) to medical benefit continuation coverage, on a self-pay basis, pursuant to and to the extent provided by COBRA; (vi) based on events occurring after the Release Effective Date; (vii) to indemnification and advancement of legal fees or insurance coverage Executive may have following the Termination Date, including, without limitation, any rights under Executive’s Indemnification Agreement, dated April 1, 2015, the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing Company’s organizational documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship “D&O coverage” that I Executive may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned claims made or threatened against Executive in Executive’s capacity as a current or former director, officer or employee of the Company or any of its affiliates; or (viii) for contribution in the event Executive and any of the Company Releasees are found to any third party and I have not filed with any agency or court any Claim released by this Releasebe jointly liable.
Appears in 1 contract
Sources: Separation Agreement (Tiffany & Co)
Release of Claims. I voluntarily 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 In consideration for the agreements of the Company set forth in this Agreement, including without limitation the Separation Benefits, and forever discharge on behalf of herself, her spouse, agents, heirs and representatives, Executive irrevocably and unconditionally waives, discharges and releases her right to assert against the BankReleasees (as such term is defined below) any form of claim, complaint or any other form of action seeking any form of relief, including without limitation equitable relief (whether declaratory, injunctive or otherwise), the recovery of damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs), for any alleged action, inaction or circumstance (collectively, “Claims”) existing or arising through the date of this Agreement. For purposes of this Section 4, the “Releasees” shall include the Company, its affiliated parents (including without limitation Addus HomeCare), subsidiaries and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansaffiliates, and the current their past and former present officers, directors, shareholdersemployees, employeesstockholders, owners, representatives, assigns, attorneys, accountants agents and agents insurers, and their employee benefit programs and plans (including without limitation the 2006 Plan and the 2009 Plan) and the trustees, administrators, fiduciaries and insurers of any such programs and all of plans. Without limiting the foregoing in their official general waiver and personal capacities (collectively referred release, Executive specifically waives and releases the Releasees from any Claim arising from or related to as Executive’s employment with the “Releasees”) generally from all claimsCompany or the termination thereof, 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 includesincluding, 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 under any federal, state or local law (discrimination, fair employment practices or other employment-related statute, regulation or executive order prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this Section 4 are any Claims of age discrimination or retaliation arising under the federal Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act, Claims the Civil Rights Acts of disability discrimination or retaliation under the Americans with Disabilities Act1866 and 1871, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Family & Medical Leave Act, the Illinois Human Rights Act, the Illinois Equal Wage Act, the Illinois Minimum Wage Law, the Illinois Right to Privacy in the Workplace Act, the Illinois Genetic Privacy Act, the Illinois Nursing Mothers in the Workplace Act, the Illinois School Visitation Rights Act, the Illinois AIDS Confidentiality Act, the Illinois Adjustment and Retraining Notification Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Family Military Leave Act and the Illinois Constitution, the Tennessee Human Rights Act, the Tennessee Wage Regulation Act, the Tennessee Equal Pay Act, the Tennessee Handicap Discrimination Act, the Tennessee Smokers’ Rights Law, the Tennessee Public Protection Act, the Tennessee Maternity Leave Law, the Tennessee Breastfeeding Law, the Tennessee Whistleblower’s Law, the Tennessee Labor Laws, the Tennessee Constitution, the Florida Civil Rights Act of 1992, the Florida AIDS, AIDS-Related Complex, and HIV Discrimination Law, the Florida Equal Pay Law, the Florida Wage Discrimination Law, the Florida Law Prohibiting Discrimination on the Basis of Sickle Cell Trait, the Florida Whistleblowers Law, the Florida Domestic Violence Leave Law, the Florida Discrimination Against Members of the National Guard Law, and the Florida Constitution, as such laws have been amended from time to time. • Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal federal, state or state local statute; • of defamation , regulation or other torts; • of violation of public policy; • for executive order 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 Section 4 are any Claims arising under the Massachusetts Wage Fair Labor Standards Act, M.G.L. c. 149the National Labor Relations 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 ActAct of 1974, 29 U.S.C. § 1002(3)the Consolidated Omnibus Budget Reconciliation Act of 1985, my continuing and any similar statute. • Claims under any common law theory, including without limitation wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud and negligence. • Claims under any agreement between Executive and the Releasees, including without limitation the Employment Agreement and the Option Certificates. • Claims under any employee welfare, insurance or severance plan, including without limitation the 2006 Plan and the 2009 Plan. • Any other Claim arising under federal, state or local law. Executive explicitly acknowledges that, because she is over forty (40) years of age, she has specific rights under the ADEA, which prohibits discrimination on the basis of age, and that the releases set forth in this Section 4 are intended to release any right that Executive may have to file a claim against the Company alleging discrimination on the basis of age. Notwithstanding the foregoing, this Section 4 does not: • release the Company from any obligation expressly set forth in this Agreement (including the right to payment of or from 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 wagesobligation, including vacation paywithout limitation obligations under the Workers Compensation laws, statutory which as a matter of law cannot be released; • prohibit Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); • prohibit Executive from participating in an investigation or common law rights of indemnification proceeding by the EEOC or defense for claims against me based on my status and conduct as an officer a similar state or local agency; or, • prohibit Executive from challenging or seeking a determination in good faith of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in validity of this release shall affect my rights arising from or waiver under the ADEA or impose any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermorecondition precedent, 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 feespenalty, or costs from for doing so unless specifically authorized by federal law. Executive’s waiver and release, however, are intended to be a complete bar to any of the Releasees recovery or personal benefit by or to Executive 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. Executive acknowledges and agrees that, but for providing this Releasewaiver and release, Executive would not be receiving the consideration provided under the terms of this Agreement, including without limitation the Separation Benefits. I represent that I have not assigned Executive further agrees that, should Executive breach this Section 4, the Company, in addition to any third party and I have not filed with other legal or equitable remedy available to it, shall be entitled to recover any agency or court any Claim released by consideration already paid to Executive under this ReleaseAgreement, including without limitation the Separation Benefits.
Appears in 1 contract
Sources: Separation Agreement
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 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 and forever discharge the BankEmployer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholdersstockholders, members, employees, attorneys, accountants and agents of any and all each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the release of all Claims: • relating to my employment by the Bank Employer and/or any affiliate of the Employer and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and 1964, Claims of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B)California Fair Employment and Housing Act; • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefitsbenefits (except for such wages, either bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwiseEmployment Agreement); and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; providedI agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, howeverunder any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company’s Bylaws or applicable law. This release does not release claims that this release shall cannot affect be released as a matter of law, including, but not limited to, my rights under right to file a charge with or participate in a charge by the Bank’s Section 401(k) planEqual Employment Opportunity Commission, or any other “employee benefit plan” as defined in Section 3(3) of local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company (with the Agreement (including understanding that any such filing or participation does not give me the right to payment recover any monetary damages against the Company; my release of any bonus for which an award has been determined but has not been paid during claims herein bars me from recovering such monetary relief from the term of employmentCompany), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.
Appears in 1 contract
Release of Claims. I voluntarily In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and forever discharge the Bankits affiliated, its affiliated related, parent and related subsidiary entities, and its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plans, and the their current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, insurers, affiliates, and agents of assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, liabilities, demands, debtscauses of action, damages and liabilities of every name obligations, both known and natureunknown, known arising from or unknown (“Claims”) thatin any way related to events, as of acts, conduct, or omissions occurring at any time prior to and including the date when I you sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the ReleaseesAgreement. This general release includes, without limitation, but is not limited to: (a) all claims arising from or in any way related to your employment with the release of all Claims: • relating to my employment by the Bank and Company or the termination of my that employment; • of wrongful discharge(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; • of (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (the “ADEA”), the California Labor Code (as amended), the California Family Rights Act and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any form valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and officers liability insurance); (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived by law; or (iv) any claims for breach or other enforcement of discrimination or retaliation this Agreement. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is prohibited knowing and voluntary and is not induced by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wagesCompany through fraud, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cmisrepresentation, or otherwise; and • for damages a threat to withdraw or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under alter the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) offer prior to the expiration of the Employee Retirement Income Security Actreasonable time period, 29 U.S.C. § 1002(3), my continuing rights under or by providing different terms to employees who sign such an agreement prior to the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer expiration of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Releasetime period.
Appears in 1 contract
Release of Claims. I voluntarily release (a) For good and forever discharge valuable consideration, including the Bankconsideration described in Section 2(a) of the Separation Agreement (and any part of such consideration), Executive hereby releases and discharges the Company and its affiliated subsidiaries and related other affiliates and each of the foregoing entities’ respective partners, its members, predecessors, successors and successors, assigns, its employee benefit plans and fiduciaries of such plansowners, and the current and former partners, shareholders, officers, directors, shareholdersmanagers, employees, agents, attorneys, accountants administrators, benefit plans (including the fiduciaries and agents trustees of such plans) and insurers (collectively, the “Released Parties”), from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debtsliabilities and causes of action, damages and liabilities of every name and naturewhether statutory or common law, known that are now known, or unknown (“Claims”) thatreasonably should be known, as of the date when I sign this Releaseto Executive, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of age discrimination action relating to any matter occurring on or retaliation under prior to the date that Executive executes this Release, including, without limitation, (i) any alleged violation through such date of: (A) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under ); (B) Title VII of the Civil Rights Act of 1964 1964, as amended; (C) the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Claims Health Act, as amended; (J) the Family and Medical Leave Act of 1993, as amended; (K) any state or federal anti-discrimination or anti-retaliation law; (L) any state or federal wage and hour law; or (M) any other local, state or federal law, regulation or ordinance; (ii) any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (iv) any and all claims Executive may have arising out of, or as the result of any form of discrimination or retaliation that is prohibited by breach of, any employment agreement (including the Massachusetts General Laws Chapter 151BEmployment Agreement); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other contract, incentive compensation plan or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150Cagreement, or otherwise; and • for damages equity compensation plan or agreement with the Company or any of the other remedies of any sortReleased Parties (collectively, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feesthe “Released Claims”); provided, however, that this release shall Release does not affect my apply to the Company’s or any of the other Released Parties’ obligations to Executive that may arise: (I) following the date that Executive executes this Release; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under the Bank’s Section 401(k) planCertificate of Incorporation, any other “employee benefit plan” as defined in Section 3(3) By-Laws or similar governing documents of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under Company or its subsidiaries or any written indemnification agreement by and between the Agreement Company and Executive; (including the right to payment of III) in connection with any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of defense or indemnification which would be otherwise afforded to Executive under any liability or defense for claims against me based on my status and conduct as an officer other insurance policy maintained by the Company; (IV) in connection with any rights of the Bank Executive under any applicable insurance policyhealth, contractsmedical and dental programs, governing documents including any claims to vested benefits under an employee benefit plan subject to ERISA; (V) with respect to any final payroll check for wages accrued through the date of execution of this Release; and (VI) such other rights or bylawsclaims as may arise after the date that Executive executes this Release. In additionThis Release is not intended to indicate that any Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Release, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Release. This Release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS 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) Notwithstanding this release of liability, nothing in this release shall affect my rights arising Release prevents Executive from filing any relationship that I may have non-legally waivable claim, including a challenge to the validity of this Release with the Bank Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Company or any affiliated or related entity other Released Party as a customer result of such EEOC or a clientcomparable state or local agency proceeding or subsequent legal actions. FurthermoreFurther, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated Release or the Separation Agreement prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any way to my employment with investigation with, the Bank or its termination. I agree that I shall not seek or accept damages of any natureSecurities and Exchange Commission, other equitable or legal remedies for my own benefit, attorney’s feesthe Financial Industry Regulatory Authority, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any other securities regulatory agency or court authority (each, a “Government Agency”). This Release does not limit Executive’s right to receive an award for information provided to a Government Agency.
(c) For the avoidance of doubt, in no event shall the Released Claims include any Claim released claim that arises after the date this Release is executed by this ReleaseExecutive, including, without limitation, any claim to enforce Executive’s rights under the Separation Agreement.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Cobalt International Energy, Inc.)
Release of Claims. I voluntarily release In consideration of the terms set forth herein, you hereby fully release, acquit, and forever discharge the BankJaguar, its affiliated and related entities, each of its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such planssubsidiary corporations, affiliated corporations, and the current and former officers, directors, shareholders, employees, attorneysattorneys and agents, accountants past and agents present, of each of the aforesaid entities, of and from any and all claims, liabilities, causes of the foregoing action, damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or nature, in their official law, equity or otherwise, whether known or unknown, contingent, suspected or unsuspected, that you may now have, have ever had, or hereafter may have relating directly or indirectly to your employment with Jaguar. Specifically, you waive and personal capacities (collectively referred to as the “Releasees”) generally from release 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 limitationbut not limited to, Claims of age discrimination or retaliation those arising under the Age Discrimination in Employment ActCalifornia Labor Code 1102.5, 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, as amended, the Civil Rights Act of any form 1991; the Equal Pay Act; the Americans With Disabilities Act of discrimination or retaliation that is prohibited by 1990; the Massachusetts General Laws Chapter 151B)Rehabilitation Act of 1973, 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 Age Discrimination in Employment Act, M.G.L. c. 149as amended; Sections 1981 through 1988 of Title 42 of the United States Code, §§ 148as amended; the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the ▇▇▇▇▇▇▇▇-150C, or otherwise▇▇▇▇▇ Act of 2002; 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 National Labor Relations Act; the Uniformed Services Employment and Reemployment Rights Act; and any and all state or local statutes, 29 U.S.C. § 1002(3ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), my continuing rights public policy, wrongful discharge, or any other claim. You also release any and all claims you may have that arose prior to the date of this Agreement under the Agreement (including Family and Medical Leave Act and the right to payment Fair Labor Standards Act. You further understand that the claims you are releasing include any and all claims you have or might have against Jaguar that are the result of any bonus for which an award has been determined but has act or failure to act that occurred before the effective date of this Agreement, whether or not been paid during the term you presently are aware that you have such a claim. This includes your express waiver 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 that would otherwise be covered by Section 1542 of the Bank under any applicable insurance policyCalifornia Civil Code, 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.which states:
Appears in 1 contract
Release of Claims. I voluntarily release and forever discharge In exchange for the Bank, its affiliated and related entities, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansconsideration provided under this Agreement, and except for obligations undertaken in this Agreement, Executive hereby generally and completely releases the current Company and former its directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive executes this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to Executive's employment with the Company; (b) all claims related to Executive's compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options (specifically including, but not limited to, any claim related to payment of the foregoing in their official and personal capacities amount of $151,250 (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) thatbefore taxes), as a result of his Election to Surrender Stock Options dated July 23, 2002 with respect to 31,250 option shares of the date when I sign this ReleaseCompany's stock), I haveor any other ownership interests in the Company, ever hadprovided, now claim however, that any Vested Awards, and any other vested right under a written employee benefit plan, shall continue in full force and effect subject to have or ever claimed to have had against any or their terms and conditions; (c) all of the Releasees. This includes, without limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; • (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of retaliation or discrimination under public policy; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or local law (including, without limitation, Claims of age discrimination or retaliation other claims arising under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), and Claims the California Fair Employment and Housing Act (as amended). Notwithstanding the release in the preceding sentence, Executive shall not hereby surrender any right or claim he may have to indemnification by the Company or its insurers pursuant to the Company's certificate of incorporation, by-laws, written indemnification agreements, or insurance policies, or applicable law, and Executive shall continue to have all such rights and benefits for the remainder of the Term of his employment by the Company and thereafter. As of the date of this Agreement, the Company's Chairman and Chief Executive Officer has no actual knowledge of any form of discrimination or retaliation that is prohibited by the Massachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseExecutive.
Appears in 1 contract
Release of Claims. I voluntarily release In consideration of the payments and forever discharge benefits described in Section 4(d) and Section 4(e) of the Bankemployment agreement (the “Employment Agreement”), its affiliated effective October 11, 2016, by and related entitiesbetween Executive and the Company, its predecessorsto which Executive agrees Executive is not entitled until and unless Executive executes and does not revoke this Release, successors Executive, for and on behalf of himself and his heirs, executors, administrators and assigns, its employee benefit plans hereby waives and fiduciaries of such plansreleases any and all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the current and former officersExecutive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and/or its respective predecessors, successors, past or present parents or subsidiaries, affiliates, investors, branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, trustees, directors, shareholdersofficers, employeeslimited and general partners, attorneysmanagers, accountants and joint venturers, members, employees or agents of any and all of the foregoing in their official and personal respective capacities as such (collectively referred to as with the Entities, the “Releasees”) generally from all claimsby reason of circumstances, demands, debts, damages and liabilities of every name and nature, known acts or unknown (“Claims”) that, as of omissions which have occurred on or prior to the date when I sign that this ReleaseRelease becomes effective, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includesincluding, without limitation, the release (a) any complaint, charge or cause of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination action arising under (i) federal, state or local law (includinglaws pertaining to employment or termination of employment, without limitation, Claims of age discrimination or retaliation under including the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, Claims as amended, the Civil Rights Act of disability discrimination or retaliation under 1991, as amended, the Americans with Disabilities ActAct of 1990, Claims of discrimination or retaliation under as amended, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act of 1963, as amended, the Family and Claims Medical Leave Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, as amended, the Executive Retirement Income Security Act of 1974, as amended, any form of discrimination applicable Executive Order Programs, the Fair Labor Standards Act, or retaliation that is prohibited by their state or local counterparts (including, but not limited to, the Massachusetts General Laws Chapter 151BPennsylvania Human Relations Act), the Fair Employment and Housing Act, The California Family Rights Act, the California Labor Code, the California Military and Veterans Code, the California Government Code, the California Business and Professions Code; • under (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or state statuteordinance; • of defamation or other torts; • of violation of (iv) any public policy; • for wages, bonusescontract and/or quasi-contract or tort (including, incentive compensationbut not limited to, vacation pay claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other compensation harm, wrongful or benefitsretaliatory discharge, either under the Massachusetts Wage Actfraud, M.G.L. c. 149defamation, §§ 148-150Cslander, libel, false imprisonment, negligent or otherwiseintentional infliction of emotional distress); and • for damages (v) common law; or other remedies of (vi) any sortpolicies, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) practices or procedures of the Employee Retirement Income Security ActCompany; or (b) any claim for costs, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of any bonus for which an award has been determined but has not been paid during the term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or common law rights of indemnification or defense for claims against me based on my status and conduct as an officer of the Bank under any applicable insurance policy, contracts, governing documents or bylaws. In addition, nothing in this release shall affect my rights arising from any relationship that I may have with the Bank or any affiliated or related entity as a customer or a client. Furthermore, nothing in this release shall affect my rights to pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any way to my employment with the Bank or its termination. I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws. Notwithstanding the foregoing, Executive does not release, discharge or waive: any rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Releasees with respect Company or its subsidiaries or affiliates, the laws of the State of Delaware or any other state of which any such subsidiary or affiliate is a domiciliary, the Employment Agreement or any indemnification agreement between Executive and the Company; any rights to insurance coverage under any Claim released directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may have in his capacity as a stockholder of the Company; any rights he may have to enforce the vested terms of any equity or other incentive agreement previously provided to him; any rights he may have to severance benefits and payment of Accrued Obligations under the Employment Agreement (the “Excluded Claims”). The Executive acknowledges that he has made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this ReleaseSection 2.
Appears in 1 contract
Sources: Employment Agreement (Virpax Pharmaceuticals, Inc.)
Release of Claims. I voluntarily release (a) As 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 release In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the Severance Benefits, you hereby generally and completely release, acquit and forever discharge the BankCompany, and its parent, 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 limitationbut is not limited to: (a) 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(b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, 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 retaliation or discrimination under federal, state or local law the implied covenant of good faith and fair dealing (including, without limitationbut not limited to, Claims any claims arising under or based on your Amended and Restated Executive Employment Agreement with the Company effective as of age discrimination September 15, 2006); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or 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 federal Worker Adjustment and Claims Retraining Notification Act, the California Labor Code (including but not limited to California Labor Code Section 1400 et seq.), and the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it has undertaken in this Agreement; or any obligation the Company 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, the Indemnity Agreement, 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 1 contract
Sources: Resignation Agreement (Vaxgen Inc)
Release of Claims. I voluntarily release and forever discharge In exchange for the BankConsulting Period, its affiliated and related entitiesConsulting Fees, its predecessors, successors and assigns, its employee benefit plans and fiduciaries of such plansAccelerated Stock, and other consideration under this Agreement to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you hereby generally and completely release the Company and its current and former directors, officers, directorsemployees, shareholders, employeespartners, agents, attorneys, accountants predecessors, successors, parent and agents of subsidiary entities, insurers, affiliates, and assigns from any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demandsliabilities and obligations, debtsboth known and unknown, damages 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 (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 1 contract
Sources: Separation and Consulting Agreement (Anesiva, Inc.)