Employee Promises. In consideration for the promises contained in this Agreement, Employee agrees as follows: 4.1 Employee hereby generally waives, releases and forever discharges the Company and any or all divisions, subsidiaries, officers, directors, agents, employees, affiliates and successors of the Company (hereinafter collectively the “Released Persons”), from any and all claims, causes of action, damages or costs of any type Employee may have, prior to September 15, 2017, against the Released Persons arising from or in any way connected with Employee’s employment relationship with Company, any actions during that relationship, Employee’s retirement or the cessation of Employee’s service as Senior Vice President, Sales & Finance. Employee understands and agrees that Employee is waiving any and all rights Employee may now have, or has ever had, to pursue against any of the Released Persons any and all remedies available to Employee under any employment-related causes of action, including without limitation, claims of wrongful discharge; breach of contract, whether oral or written, express or implied; breach of any employment agreement, including, but not limited to, the Employment Agreement; any claims for Severance Benefits as that term is defined in the Employment Agreement; any rights under section 5(d) of the Employment Agreement; breach of any covenant of good faith and fair dealing, whether express or implied; misrepresentation; fraud; deceit; any form of negligence; violation of public policy; defamation; discrimination; personal injury; physical injury; negligent or intentional infliction of emotional distress; claims under Title VII of the Civil Rights Act of 1964, as amended; the Worker Adjustment and Retraining Notification Act; the Americans With Disabilities Act; the Federal Rehabilitation Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act of 1963; the California Fair Employment and Housing Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; and any other federal, state or local laws and regulations relating to employment, conditions of employment (including wage and hour laws) and/or employment discrimination. 4.2 Employee further understands and agrees that the waiver and release set forth in paragraph 4.1 applies to any and all claims, liabilities and causes of action, of every nature, kind and description, whether known or unknown, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to the signing of this Agreement, including, without limitation, any and all claims, liabilities and causes of action arising out of or relating to Employee’s employment with the Company or the cessation of his service as Senior Vice President, Sales & Finance. 4.3 Employee acknowledges that the amount paid as consideration for this Agreement is not wages owing to Employee. 4.4 Employee agrees that Company has no legal or contractual obligation to hire him at any time in the future. 4.5 Other than as stated in this Agreement, Employee agrees that no promise or inducement has been offered for this Agreement. 4.6 The waiver and release set forth in paragraph 4.1 applies to claims of which the Employee does not currently have knowledge and Employee specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Employee agrees that he has read this Agreement, including the waiver of California Civil Code section 1542, and has had the opportunity to choose whether to consult counsel about the Agreement and specifically about the waiver of section 1542, and that he understands the Agreement and the section 1542 waiver, and so freely and knowingly enters into this Agreement, and waives his rights under said section 1542. 4.7 Employee declares, covenants; and agrees that Employee has not heretofore, and has not and will not hereafter, ▇▇▇ any of the Released Persons before any court or governmental agency, commission, division or department, whether state, federal, or local, upon any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder. 4.8 Employee agrees not to file any charges, including but not limited to any additional or duplicative charges, based on events occurring prior to his date of execution of this Release with any state or federal administrative agency, and further agrees not to institute a lawsuit in any state or federal court, based upon, arising out of, or relating to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder. 4.9 Employee agrees to indemnify and hold harmless Company and each of the Released Persons for and against any and all costs, losses or liability whatsoever, including reasonable attorneys’ fees, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Employee or Employee’s successors in interest if such action arises out of, is based upon, or is related to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder. 4.10 Both Employee and Company agree not to disparage the other party, the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided that both Employee and Company will respond accurately and fully to any question, inquiry, or request for information when required by legal process. 4.11 Both Employee and Company acknowledge and agree that the time and expenses involved in proving in any forum the actual damage or loss suffered by the Company if Employee breaches or threatens to breach this Section 4 and Sections 7(f)-(i) of the Employment Agreement would be difficult to determine and is appropriate for an award of liquidated damages. Accordingly, instead of requiring any proof of damages or losses, Employee and Company agree that for any breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement, Employee shall immediately pay Company $1,000,000 in liquidated damages. Employee also acknowledges and agrees that Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Employee agrees and acknowledges that damages may be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that Company may have at law or in equity. Employee and Company further agree that in the event of a dispute as to any threatened or actual breach by Employee, Company, at its election, may refer the matter to the courts of the State of California , County of Orange, and that you agree to fully cooperate and participate in any forum (court or mediation) selected by the Company. Employee and Company also agree that in the event of a dispute as to any threatened or actual breach by Employee, the non-prevailing party shall pay the attorneys’ fees and costs of the prevailing party, and Employee and Company will cooperate in taking appropriate measures to mitigate any disclosure of information not to be disclosed under this Agreement or the Employment Agreement. Neither the breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement nor the payment of liquidated damages by Employee shall affect the continuing validity or enforceability of this Agreement.
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Employee Promises. In consideration for the promises contained in this Agreement, Employee agrees as follows:
4.1 Employee hereby generally waives, releases and forever discharges the Company Company, its parent company, Clean Energy Fuels Corp., and any or all divisions, subsidiaries, officers, directors, agents, employees, affiliates and successors of the Company (hereinafter collectively “the “Released PersonsReleasees”), from any and all claims, causes of action, damages or costs of any type Employee may have, prior to September 15, 2017the Effective Date, against the Released Persons Releasees arising from or in any way connected with Employee’s employment relationship with Company, any actions during that relationship, Employee’s retirement or the cessation termination of Employee’s service as Senior Vice President, Sales & Financethat relationship. Employee understands and agrees that Employee is waiving any and all rights Employee may now have, or has ever had, to pursue against any of the Released Persons Releasees any and all remedies available to Employee under any employment-related causes of action, including without limitation, claims of wrongful discharge; breach of contract, whether oral or written, express or implied; breach of any employment agreement, including, but not limited to, the Amended and Restated Employment Agreement; any claims for Severance Benefits , dated as that term is defined in of December 31, 2008, the First Amendment to Amended and Restated Employment Agreement; any rights under section 5(d) , dated as of February 17, 2012, and the Second Amendment to Amended And Restated Employment Agreement; , dated as of December 12, 2012, breach of any covenant of good faith and fair dealing, whether express or implied; misrepresentation; fraud; deceit; any form of negligence; violation of public policy; defamation; discrimination; personal injury; physical injury; negligent or intentional infliction of emotional distress; claims under Title VII of the Civil Rights Act of 1964, as amended; the Worker Adjustment and Retraining Notification Act; the Americans With Disabilities Act; the Federal Rehabilitation Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act of 1963; the California Fair Employment and Housing Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; and any other federal, state or local laws and regulations relating to employment, conditions of employment (including wage and hour laws) and/or employment discrimination.
4.2 Employee further understands and agrees that the waiver and release set forth in paragraph 4.1 applies to any and all claims, liabilities and causes of action, of every nature, kind and description, whether known or unknown, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to the signing of this Agreement, including, without limitation, any and all claims, liabilities and causes of action arising out of or relating to Employee’s employment with the Company or the cessation of his service as Senior Vice President, Sales & Financethat employment.
4.3 Employee has not suffered nor aggravated any known on-the-job injuries for which Employee has not already filed a claim.
4.4 Employee certifies that he will not keep in his possession or under his control any specifications, formulae, notes, reports, proposals, correspondence, customer lists, sales bulletins, pricing information, planning documents, or copies of them, or any other property of Company.
4.5 Employee acknowledges that due to the position Employee has occupied and the responsibilities Employee has had at the Company, Employee has received confidential information concerning Company’s products, procedures, customers, sales, prices, contracts, business model, pricing model, research sites, customer identities, strategic alliances, and the like. Employee hereby promises and agrees that, unless compelled by legal process, Employee will not disclose to others and will keep confidential all information Employee has received while employed by the Company concerning Company’s products and procedures, the identities of Company’s customers, Company’s sales, Company’s prices, the terms of any of Company’s contracts with third parties, and the like. Employee agrees that a violation by him of the foregoing obligation to maintain the confidentiality of Company’s confidential information will constitute a material breach of this Agreement.
4.6 Employee agrees that Company has no obligations to him other than as set forth in this Agreement. Employee agrees that Company has provided Employee a final paycheck for an amount equal to all amounts owed for wages, bonuses, vacation or any other form of compensation. By Employee’s signature below, Employee acknowledges that the amount paid as consideration for this Agreement is not wages owing to Employee.
4.4 4.7 Employee agrees that this Agreement is the result of compromise of any potentially disputed claims and that nothing in this Agreement shall be construed as an admission of liability of any kind by Company to Employee.
4.8 The parties and their agents agree that the terms and amount of this Agreement are confidential. Employee and his agents agree not to disclose the terms and amount of this settlement, except for tax purposes and pursuant to court order. However, Employee may disclose the terms and amount of this Agreement to his attorney and immediate family so long as they agree to keep the terms of the Agreement confidential.
4.9 Employee agrees that Company has no legal or contractual obligation to hire him at any time in the future.
4.5 4.10 Other than as stated in this Agreement, Employee agrees that no promise or inducement has been offered for this Agreement.
4.6 4.11 The waiver and release set forth in paragraph 4.1 applies to claims of which the Employee does not currently have knowledge and Employee specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Employee agrees that he has read this Agreement, including the waiver of California Civil Code section 1542, and has had the opportunity to choose whether to consult counsel about the Agreement and specifically about the waiver of section 1542, and that he understands the Agreement and the section 1542 waiver, and so freely and knowingly enters into this Agreement, and waives his rights under said section 1542.
4.7 Employee declares, covenants; and agrees that Employee has not heretofore, and has not and will not hereafter, ▇▇▇ any of the Released Persons before any court or governmental agency, commission, division or department, whether state, federal, or local, upon any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.8 Employee agrees not to file any charges, including but not limited to any additional or duplicative charges, based on events occurring prior to his date of execution of this Release with any state or federal administrative agency, and further agrees not to institute a lawsuit in any state or federal court, based upon, arising out of, or relating to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.9 Employee agrees to indemnify and hold harmless Company and each of the Released Persons for and against any and all costs, losses or liability whatsoever, including reasonable attorneys’ fees, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Employee or Employee’s successors in interest if such action arises out of, is based upon, or is related to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.10 Both Employee and Company agree not to disparage the other party, the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided that both Employee and Company will respond accurately and fully to any question, inquiry, or request for information when required by legal process.
4.11 Both Employee and Company acknowledge and agree that the time and expenses involved in proving in any forum the actual damage or loss suffered by the Company if Employee breaches or threatens to breach this Section 4 and Sections 7(f)-(i) of the Employment Agreement would be difficult to determine and is appropriate for an award of liquidated damages. Accordingly, instead of requiring any proof of damages or losses, Employee and Company agree that for any breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement, Employee shall immediately pay Company $1,000,000 in liquidated damages. Employee also acknowledges and agrees that Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Employee agrees and acknowledges that damages may be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that Company may have at law or in equity. Employee and Company further agree that in the event of a dispute as to any threatened or actual breach by Employee, Company, at its election, may refer the matter to the courts of the State of California , County of Orange, and that you agree to fully cooperate and participate in any forum (court or mediation) selected by the Company. Employee and Company also agree that in the event of a dispute as to any threatened or actual breach by Employee, the non-prevailing party shall pay the attorneys’ fees and costs of the prevailing party, and Employee and Company will cooperate in taking appropriate measures to mitigate any disclosure of information not to be disclosed under this Agreement or the Employment Agreement. Neither the breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement nor the payment of liquidated damages by Employee shall affect the continuing validity or enforceability of this Agreement.:
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Employee Promises. In consideration for the promises contained in this Agreement, Employee agrees as follows:
4.1 Employee hereby generally waives, releases and forever discharges the Company and any or all divisions, subsidiaries, officers, directors, agents, employees, affiliates and successors of the Company (hereinafter collectively the “Released Persons”), from any and all claims, causes of action, damages or costs of any type Employee may have, prior to September 15December 31, 20172014 (the “Effective Date”), against the Released Persons arising from or in any way connected with Employee’s employment relationship with Company, any actions during that relationship, Employee’s retirement or the cessation of Employee’s service as Senior Vice President, Sales & FinanceChief Marketing Officer. Employee understands and agrees that Employee is waiving any and all rights Employee may now have, or has ever had, to pursue against any of the Released Persons any and all remedies available to Employee under any employment-related causes of action, including without limitation, claims of wrongful discharge; breach of contract, whether oral or written, express or implied; breach of any employment agreement, including, but not limited to, the Employment Agreement; any claims for Severance Benefits severance benefits as that term is defined in the Employment Agreement; any rights under section 5(d) of the Employment Agreement; breach of any covenant of good faith and fair dealing, whether express or implied; misrepresentation; fraud; deceit; any form of negligence; violation of public policy; defamation; discrimination; personal injury; physical injury; negligent or intentional infliction of emotional distress; claims under Title VII of the Civil Rights Act of 1964, as amended; the Worker Adjustment and Retraining Notification Act; the Americans With Disabilities Act; the Federal Rehabilitation Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act of 1963; the California Fair Employment and Housing Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; and any other federal, state or local laws and regulations relating to employment, conditions of employment (including wage and hour laws) and/or employment discrimination.
4.2 Employee further understands and agrees that the waiver and release set forth in paragraph 4.1 applies to any and all claims, liabilities and causes of action, of every nature, kind and description, whether known or unknown, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to the signing of this Agreement, including, without limitation, any and all claims, liabilities and causes of action arising out of or relating to Employee’s employment with the Company or the cessation of his service as Senior Vice President, Sales & FinanceChief Marketing Officer.
4.3 Employee acknowledges that the amount paid as consideration for this Agreement is not wages owing to Employee.
4.4 Employee agrees that Company has no legal or contractual obligation to hire him at any time in the future.
4.5 Other than as stated in this Agreement, Employee agrees that no promise or inducement has been offered for this Agreement.
4.6 The waiver and release set forth in paragraph 4.1 applies to claims of which the Employee does not currently have knowledge and Employee specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Employee agrees that he has read this Agreement, including the waiver of California Civil Code section 1542, and has had the opportunity to choose whether to consult counsel about the Agreement and specifically about the waiver of section 1542, and that he understands the Agreement and the section 1542 waiver, and so freely and knowingly enters into this Agreement, and waives his rights under said section 1542.
4.7 Employee declares, covenants; and agrees that Employee has not heretofore, and has not and will not hereafter, ▇▇▇ any of the Released Persons before any court or governmental agency, commission, division or department, whether state, federal, or local, upon any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.8 Employee agrees not to file any charges, including but not limited to any additional or duplicative charges, based on events occurring prior to his date of execution of this Release with any state or federal administrative agency, and further agrees not to institute a lawsuit in any state or federal court, based upon, arising out of, or relating to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.9 Employee agrees to indemnify and hold harmless Company and each of the Released Persons for and against any and all costs, losses or liability whatsoever, including reasonable attorneys’ fees, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Employee or Employee’s successors in interest if such action arises out of, is based upon, or is related to any claim, demand, or cause of action released herein. This provision does not extend to the federal Equal Employment Opportunity Commission except to the extent it may do so under the Older Workers Benefit Protection Act of 1990 and the regulations issued thereunder.
4.10 Both Employee and Company agree not to disparage the other party, the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided that both Employee and Company will respond accurately and fully to any question, inquiry, or request for information when required by legal process.
4.11 Both Employee and Company acknowledge and agree that the time and expenses involved in proving in any forum the actual damage or loss suffered by the Company if Employee breaches or threatens to breach this Section 4 and Sections 7(f)-(i) of the Employment Agreement would be difficult to determine and is appropriate for an award of liquidated damages. Accordingly, instead of requiring any proof of damages or losses, Employee and Company agree that for any breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement, Employee shall immediately pay Company $1,000,000 in liquidated damages. Employee also acknowledges and agrees that Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Employee agrees and acknowledges that damages may be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that Company may have at law or in equity. Employee and Company further agree that in the event of a dispute as to any threatened or actual breach by Employee, Company, at its election, may refer the matter to the courts of the State of California , County of Orange, and that you agree to fully cooperate and participate in any forum (court or mediation) selected by the Company. Employee and Company also agree that in the event of a dispute as to any threatened or actual breach by Employee, the non-prevailing party shall pay the attorneys’ fees and costs of the prevailing party, and Employee and Company will cooperate in taking appropriate measures to mitigate any disclosure of information not to be disclosed under this Agreement or the Employment Agreement. Neither the breach of this Section 4 and Sections 7(f)-(i) of the Employment Agreement nor the payment of liquidated damages by Employee shall affect the continuing validity or enforceability of this Agreement.:
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