Executive’s Release. a) For and in consideration of the payments to be made and the promises set forth in this Agreement, you, for yourself and for your heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have, or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of your execution of this Agreement, in connection with, or in any way related to or arising out of, your employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company or as a stockholder of the Company or any other agreement, understanding, relationship or arrangement with the Company. b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. c) You agree that you will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in Section 10(a) or (b) relating to the ADEA. d) The sole matters to which the release and covenants in this Section 10 do not apply are: (i) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained by the Company or under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) rights under this Agreement.
Appears in 1 contract
Executive’s Release. a) For The Executive on the Executive’s own behalf and in consideration of together with the payments to be made and the promises set forth in this Agreement, you, for yourself and for your Executive’s heirs, dependentsassigns, executors, administratorsagents and representatives hereby generally releases and discharges the Company, trusteesand its predecessors, legal representatives successors (by merger or otherwise), parents, subsidiaries, affiliates and assigns assigns, together with each and every of their present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents and the heirs and executors of same, and all other persons or entities who/that might be claimed to be jointly or severally liable with any of the persons or entities named previously (herein collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "“Releasees"), ”) from any and all claims, demandssuits, causes of action, fees and liabilities complaints, obligations, demands, common law or statutory claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter “Claims”), other than for coverage under the Company’s D&O Insurance policies or other insurance policies that are/were applicable during the Executive’s term of employment with the Company for Executive’s actions as an officer, employee or agent of the Company, which Releasors the Executive ever had, now have, has or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencethe Releasees, or other matter any one of them arising at any time up to and including the date of your execution of the this AgreementRelease. This Release specifically includes, in connection with, or in but is not limited to:
(a) any way related to or and all Claims arising out of, your employment, service as a director, service as a trustee, service as a fiduciary of or termination of any of relating to the foregoing Executive’s employment with the Company and/or any of its affiliates or the termination thereof;
(b) any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses, except as a stockholder otherwise provided specifically in this Release;
(c) any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(d) any and all Claims for alleged employment discrimination on the Company basis of race, color, religion, sex, age, national origin, veteran status, disability, handicap or any other agreement, understanding, relationship or arrangement with the Company.
b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now haveprotected characteristic, or may hereafter have against the Releasees includingretaliation in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to, (i) any claim of to claims for discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇▇ et seq.; the Family and Medical Leave Act of 1993, 29 ▇.▇.▇. §▇▇▇▇, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. §1000, et seq., or any comparable state statute or local ordinance;
(excluding claims for accrued, vested benefits e) any and all Claims under any federal or state statute relating to employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) benefits or the Family and Medical Leave Act; pensions;
(iif) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977)and all Claims in tort, the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, including but not limitedlimited to, breach of contract (express or implied)any Claims for assault, wrongful dischargebattery, detrimental reliancemisrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress or compensatory or punitive damagesdistress, duress, loss of consortium, invasion of privacy and negligence; and and
(ivg) any claim and all Claims for attorney's feesattorneys’ fees and costs. The Executive expressly represents that the Executive has not filed a lawsuit or initiated any other administrative proceeding against any Releasee. The Executive further promises not to initiate a lawsuit or to bring or join any other Claim against any Releasee asserting a Claim that is released by this Release. If the Executive does so, and the action is found to be barred in whole or in part by this Release, the Executive agrees to pay the attorneys’ fees and costs, disbursements and or the like.
c) You agree proportions thereof, incurred by the applicable Releasee in defending against those Claims that you are found to be barred by this Release. This Release will not, not prevent the Executive from any source or proceeding, seek or accept any award or settlement filing a charge with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission (or other similar federal or state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. Except as otherwise required by lawFurthermore, you further agree nothing in this Release precludes the Executive from challenging the validity of this Release under the requirements of the Age Discrimination in Employment Act, and the Executive shall not be responsible for reimbursing the attorneys’ fees and costs of the Releasees in connection with such a challenge to the validity of the Release. The Executive acknowledges, however, that you will notthe Release applies to all Claims that the Executive has under the Age Discrimination in Employment Act, at any time hereafterand that, commence, maintain, prosecute, participate in as a party, permit unless the Release is held to be filed invalid, all of the Executive’s Claims under the Age Discrimination in Employment Act shall be extinguished by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) aboveRelease. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in Section 10(a) or (b) relating to the ADEA.
d) The sole matters to which the release and covenants Nothing in this Section 10 do not apply are: (i5 shall be read as a waiver of a claim for unemployment compensation benefits, vested 401(k) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation benefits or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained match accrued and unused vacation that is owed by the Company or under the Employee Retirement Income Security Act for enforcement of 1974, this Release or as amended ("ERISA"); or (iii) rights under this Agreementa waiver of claims which cannot be released as a matter of law.
Appears in 1 contract
Executive’s Release. a) For The Executive on his own behalf and in consideration of the payments to be made and the promises set forth in this Agreement, you, for yourself and for your together with his heirs, dependentsassigns, executors, administratorsagents and representatives hereby generally releases and discharges the Company and its predecessors, trusteessuccessors (by merger or otherwise), legal representatives parents, subsidiaries, affiliates and assigns assigns, together with each and every of their present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents and the heirs and executors of same, and all other persons or entities who/that might be claimed to be jointly or severally liable with any of the persons or entities named previously (herein collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "“Releasees"), ”) from any and all claims, demandssuits, causes of action, fees and liabilities complaints, obligations, demands, common law or statutory claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter “Claims”), which Releasors the Executive ever had, now have, has or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencethe Releasees, or other matter any one of them arising at any time up to and including the date of your execution of on which the Executive signs this Agreement. The Claims released hereby specifically include, in connection with, or in but are not limited to:
(a) any way related to or and all Claims arising out of, your employment, of or relating to the Executive’s employment with or service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company or as a stockholder of to the Company or any other agreementof its affiliates, understanding, relationship or arrangement with the Company.termination thereof;
(b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claimsClaims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;
(c) any and all Claims for wrongful discharge, breach of contract, whether known express or unknownimplied, which Releasors ever hadand Claims for breach of implied covenants of good faith and fair dealing;
(d) any and all Claims for alleged employment discrimination on the basis of race, now havecolor, religion, sex, age, national origin, veteran status, disability, handicap or any other protected characteristic, or may hereafter have against the Releasees includingretaliation in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to, (i) any claim of to claims for discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇▇ et seq.; the Family and Medical Leave Act of 1993, 29 ▇.▇.▇. §▇▇▇▇, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. §1000, et seq. (excluding claims for accrued, vested benefits “ERISA”) or any comparable state statute or local ordinance;
(e) any and all Claims under any federal or state statute relating to employee benefit plan benefits or pensions;
(f) any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and
(g) any and all Claims for attorneys’ fees and costs. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against any Releasee. The Executive further promises not to initiate a lawsuit or to bring any other Claim against any Releasee asserting a Claim that is released by this Agreement. If he does so, and the action is found to be barred in whole or in part by this Agreement, the Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Releasee in defending against those Claims that are found to be barred by this Agreement, and the Company’s obligation to provide the Severance Benefits shall immediately cease and any Severance Benefits previously paid or provided shall be immediately repayable; provided, however, that in all cases, this Agreement shall continue to be fully effective and enforceable. Notwithstanding the foregoing, nothing in this Agreement precludes the Executive from bringing a Claim to enforce the terms of this Agreement, and in the event that the Executive brings such a Claim, the prevailing party in such Claim shall be entitled to receive from the non-prevailing party reimbursement for the reasonable attorneys’ fees that such prevailing party incurred in prosecuting or defending such Claim. Furthermore, nothing in this Agreement precludes the Executive from challenging the validity of the Company release herein under the requirements of the Age Discrimination in accordance Employment Act, and the Executive shall not be responsible for reimbursing the attorneys’ fees and costs of the Releasees in connection with such a challenge to the terms and conditions validity of the release, nor shall the Severance Benefits cease or be repayable in the event of such plan and applicable law) or a challenge. The Executive acknowledges, however, that the Family and Medical Leave Act; (ii) any claim release contained herein applies to all Claims that he has under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Age Discrimination in Employment Act, and that, unless the Florida Whistle Blower Law and waivable rights release is held to be invalid, all of the Executive’s Claims under the Florida Constitution; (iii) Age Discrimination in Employment Act shall be extinguished by his execution of this Agreement. In addition, nothing in this Agreement shall preclude or prevent the Executive from filing a charge with, participating in an investigation by or proceeding before, communicating with, or providing truthful information to any other claim (whether based on federalgovernmental agency, state entity or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employmentself-regulatory organization, including, but not limited, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like.
c) You agree that you will not, from any source or proceeding, seek or accept any award or settlement with respect limited to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General or other similar federal government agency (individually, a “Governmental Agency,” and collectively, the “Governmental Agencies”), but the Executive acknowledges and agrees that the Executive shall not seek or state agency. Except as otherwise required accept any relief obtained on the Executive’s behalf in any proceeding by lawany Governmental Agency, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a private party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law)class, or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee otherwise with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed Claims covered by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in Section 10(a) or (b) relating to the ADEA.
d) The sole matters to which the release and covenants in this Section 10 do 5 (except that this Agreement does not apply are: (i) your rights of indemnification limit the Executive’s right to which you were entitled immediately prior receive a bounty or reward or award for information provided to any Governmental Agency). Furthermore, if any Claim is not subject to release, to the Termination Date extent permitted by applicable law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Releasees is a party. Nothing in this Agreement or otherwise shall prohibit the Executive from reporting possible violations of federal law or regulation to any Governmental Agency, or making other disclosures that are protected under the Company's By-laws, whistleblower provisions of any applicable law or regulation (it being understood that the Company's Certificate of Incorporation or otherwise with regard to your service as an officer Executive does not need the prior authorization of the Company; (ii) rights under Company to make any tax-qualified pension plan maintained by such reports or disclosures or to notify the Company that the Executive has made such reports or under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"disclosures); or (iii) rights under this Agreement.
Appears in 1 contract
Sources: Separation and General Release Agreement (Zyla Life Sciences)
Executive’s Release. a) For and in In consideration of the payments to be made promises and the promises agreements set forth in this Agreementherein, you, Executive does hereby for yourself himself and for your his heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, release and all of forever discharge the Company, its parent company(ies), subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their past, present and/or future respective officers, trusteesdirectors, shareholders, management, representatives, agents, employees, successors, assigns, and attorneys, employeesboth known and unknown, fiduciariesin both their personal and agency capacities (collectively, trustees, administrators and assigns, whether acting as agents for "the Company or in their individual capacities (collectively referred to as Entities"Releasees"), ) of and from any and all claims, demands, damages, actions or causes of action, fees suits, claims, charges, complaints, contracts, whether oral or written, express or implied and liabilities promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any kind whatsoeverstate or federal anti-discrimination statutes or regulations, including but not limited to Title VII of The Civil Rights Act of 1964 as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all employee benefits and claims for money, out of pocket expenses, and any claims for emotional distress, degradation, or humiliation, that Executive has or may have, whether known or unknown, which Releasors ever hadsuspected or unsuspected, now have, or hereafter may have against Releasees by reason of any actual matter or alleged actthing, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date arising out of your execution of this Agreement, in connection with, or in any way related to connected with, directly or arising out ofindirectly, your employment, service as a director, service as a trustee, service as a fiduciary any acts or termination omissions of any of the foregoing with the Company or as a stockholder of the Company Entities or any other agreementof their respective directors, understandingofficers, relationship or arrangement with the Company.
b) Without limiting the generality of the foregoingshareholders, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or employees and/or agents arising out of your employment, the terms Executive's employment and conditions of such employment, the termination of such separation from employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like.
c) You agree that you will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in Section 10(a) or (b) relating to the ADEA.
d) The sole matters to which the release and covenants in this Section 10 do not apply are: (i) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to your his service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained by of the Company or under Entities which have occurred prior to and including the Employee Retirement Income Security Act Effective Date of 1974, as amended ("ERISA"); or (iii) rights under this Agreement, except those matters specifically set forth herein and claims based upon conduct as to which release cannot be effected under applicable law and except for any pension or retirement benefits which may have vested on Executive's behalf, if any.
Appears in 1 contract
Executive’s Release. a) For The Executive on the Executive's own behalf and in consideration of together with the payments to be made and the promises set forth in this Agreement, you, for yourself and for your Executive's heirs, dependentsassigns, executors, administratorsagents and representatives hereby generally releases and discharges the Company, trusteesand its predecessors, legal representatives successors (by merger or otherwise), parents, subsidiaries, affiliates and assigns assigns, together with each and every of their present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents and the heirs and executors of same, and all other persons or entities who/that might be claimed to be jointly or severally liable with any of the persons or entities named previously (herein collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "Releasees"), ) from any and all claims, demandssuits, causes of action, fees and liabilities complaints, obligations, demands, common law or statutory claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter "Claims"), which Releasors the Executive ever had, now have, has or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencethe Releasees, or other matter any one of them arising at any time up to and including the date of your execution of the this AgreementRelease. This Release specifically includes, in connection with, or in but is not limited to:
(a) any way related to or and all Claims arising out of, your employment, service as a director, service as a trustee, service as a fiduciary of or termination of any of relating to the foregoing Executive's employment with the Company or as a stockholder the termination thereof;
(b) any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;
(c) any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(d) any and all Claims for alleged employment discrimination on the Company basis of race, color, religion, sex, age, national origin, veteran status, disability, handicap or any other agreement, understanding, relationship or arrangement with the Company.
b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now haveprotected characteristic, or may hereafter have against the Releasees includingretaliation in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to, (i) any claim of to claims for discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇▇ et seq.; the Family and Medical Leave Act of 1993, 29 ▇.▇.▇. §▇▇▇▇, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. §1000, et seq., or any comparable state statute or local ordinance;
(excluding claims for accrued, vested benefits e) any and all Claims under any federal or state statute relating to employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) benefits or the Family and Medical Leave Act; pensions;
(iif) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977)and all Claims in tort, the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, including but not limitedlimited to, breach of contract (express or implied)any Claims for assault, wrongful dischargebattery, detrimental reliancemisrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress or compensatory or punitive damagesdistress, duress, loss of consortium, invasion of privacy and negligence; and and
(ivg) any claim and all Claims for attorney's feesattorneys' fees and costs. The Executive expressly represents that the Executive has not filed a lawsuit or initiated any other administrative proceeding against any Releasee. The Executive further promises not to initiate a lawsuit or to bring any other Claim against any Releasee asserting a Claim that is released by this Release. If the Executive does so, and the action is found to be barred in whole or in part by this Release, the Executive agrees to pay the attorneys' fees and costs, disbursements and or the like.
c) You agree proportions thereof, incurred by the applicable Releasee in defending against those Claims that you are found to be barred by this Release. This Release will not, not prevent the Executive from any source or proceeding, seek or accept any award or settlement filing a charge with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission (or other similar federal or state agency. Except as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) participating in any courtinvestigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, agencyhowever, investigative that any claims by the Executive for personal relief in connection with such a charge or administrative body against any Releasee with respect to any actual investigation (such as reinstatement or alleged actmonetary damages) would be barred. Furthermore, omission, transaction, practice, conduct, occurrence or any other matter up to and including nothing in this Release precludes the date of your execution Executive from challenging the validity of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as Release under the requirements of the date you sign this AgreementAge Discrimination in Employment Act, you have and the Executive shall not taken any action encompassed by this Section 10(c). If, notwithstanding be responsible for reimbursing the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, costs of the Releasees in connection with such violation. Notwithstanding anything herein a challenge to the contraryvalidity of the Release. The Executive acknowledges, this Section 10(c) shall not apply however, that the Release applies to any claims all Claims that you may have the Executive has under the ADEA Age Discrimination in Employment Act, and shall not apply that, unless the Release is held to the portion be invalid, all of the release provided for in Section 10(a) or (b) relating to the ADEA.
d) The sole matters to which the release and covenants in this Section 10 do not apply are: (i) your rights of indemnification to which you were entitled immediately prior to the Termination Date Executive's Claims under the Company's By-laws, the Company's Certificate Age Discrimination in Employment Act shall be extinguished by execution of Incorporation or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained by the Company or under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) rights under this AgreementRelease.
Appears in 1 contract
Executive’s Release. a) For The Executive on the Executive's own behalf and in consideration of together with the payments to be made and the promises set forth in this Agreement, you, for yourself and for your Executive's heirs, dependentsassigns, executors, administratorsagents and representatives hereby generally releases and discharges the Company, trusteesand its predecessors, legal representatives successors (by merger or otherwise), parents, subsidiaries, affiliates and assigns assigns, together with each and every of their present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents and the heirs and executors of same, and all other persons or entities who/that might be claimed to be jointly or severally liable with any of the persons or entities named previously (herein collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "Releasees"), ) from any and all claims, demandssuits, causes of action, fees and liabilities complaints, obligations, demands, common law or statutory claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter "Claims"), other than for coverage under the Company's D&O Insurance policies or other insurance policies that are/were applicable during the Executive's term of employment with the Company for Executive's actions as an officer, employee or agent of the Company, which Releasors the Executive ever had, now have, has or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencethe Releasees, or other matter any one of them arising at any time up to and including the date of your execution of the this AgreementRelease. This Release specifically includes, in connection with, or in but is not limited to:
(a) any way related to or and all Claims arising out of, your employment, service as a director, service as a trustee, service as a fiduciary of or termination of any of relating to the foregoing Executive's employment with the Company and/or any of its affiliates or the termination thereof;
(b) any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses, except as a stockholder otherwise provided specifically in this Release;
(c) any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(d) any and all Claims for alleged employment discrimination on the Company basis of race, color, religion, sex, age, national origin, veteran status, disability, handicap or any other agreement, understanding, relationship or arrangement with the Company.
b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now haveprotected characteristic, or may hereafter have against the Releasees includingretaliation in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to, (i) any claim of to claims for discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇▇ et seq.; the Family and Medical Leave Act of 1993, 29 ▇.▇.▇. §▇▇▇▇, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. §1000, et seq., or any comparable state statute or local ordinance;
(excluding claims for accrued, vested benefits e) any and all Claims under any federal or state statute relating to employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) benefits or the Family and Medical Leave Act; pensions;
(iif) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977)and all Claims in tort, the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, including but not limitedlimited to, breach of contract (express or implied)any Claims for assault, wrongful dischargebattery, detrimental reliancemisrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress or compensatory or punitive damagesdistress, duress, loss of consortium, invasion of privacy and negligence; and and
(ivg) any claim and all Claims for attorney's feesattorneys' fees and costs. The Executive expressly represents that the Executive has not filed a lawsuit or initiated any other administrative proceeding against any Releasee. The Executive further promises not to initiate a lawsuit or to bring or join any other Claim against any Releasee asserting a Claim that is released by this Release. If the Executive does so, and the action is found to be barred in whole or in part by this Release, the Executive agrees to pay the attorneys' fees and costs, disbursements and or the like.
c) You agree proportions thereof, incurred by the applicable Releasee in defending against those Claims that you are found to be barred by this Release. This Release will not, not prevent the Executive from any source or proceeding, seek or accept any award or settlement filing a charge with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission (or other similar federal or state agency. Except as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) participating in any courtinvestigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, agencyhowever, investigative that any claims by the Executive for personal relief in connection with such a charge or administrative body against any Releasee with respect to any actual investigation (such as reinstatement or alleged actmonetary damages) would be barred. Furthermore, omission, transaction, practice, conduct, occurrence or any other matter up to and including nothing in this Release precludes the date of your execution Executive from challenging the validity of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as Release under the requirements of the date you sign this AgreementAge Discrimination in Employment Act, you have and the Executive shall not taken any action encompassed by this Section 10(c). If, notwithstanding be responsible for reimbursing the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, costs of the Releasees in connection with such violation. Notwithstanding anything herein a challenge to the contraryvalidity of the Release. The Executive acknowledges, this Section 10(c) shall not apply however, that the Release applies to any claims all Claims that you may have the Executive has under the ADEA Age Discrimination in Employment Act, and shall not apply that, unless the Release is held to the portion be invalid, all of the release provided for Executive's Claims under the Age Discrimination in Section 10(a) or (b) relating to the ADEA.
d) The sole matters to which the release and covenants Employment Act shall be extinguished by execution of this Release. Nothing in this Section 10 do not apply are: (i5 shall be read as a waiver of a claim for unemployment compensation benefits, vested 401(k) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation benefits or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained match accrued and unused vacation that is owed by the Company or under the Employee Retirement Income Security Act for enforcement of 1974, this Release or as amended ("ERISA"); or (iii) rights under this Agreementa waiver of claims which cannot be released as a matter of law.
Appears in 1 contract
Executive’s Release. a) For and consideration in consideration the form of the payments to be made and benefits described in the Separation Agreement and Release between Executive and the promises set forth in this Company dated October __, 2018 (the “Separation Agreement”), you, Executive does hereby for yourself himself and for your his heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, release and all of forever discharge the Company, its parent company(ies), subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their past, present and/or future respective officers, trusteesdirectors, shareholders, management, representatives, agents, employees, successors, assigns, and attorneys, employeesboth known and unknown, fiduciariesin both their personal and agency capacities (collectively, trustees, administrators and assigns, whether acting as agents for “the Company or in their individual capacities (collectively referred to as "Releasees"), Entities”) of and from any and all claims, demands, damages, actions or causes of action, fees suits, claims, charges, complaints, contracts, whether oral or written, express or implied and liabilities promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any kind whatsoeverstate or federal anti-discrimination or anti-retaliation statutes or regulations, including but not limited to Title VII of the Civil Rights Act of 1964 as amended, ERISA, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act (“FMLA”), Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, Title VIII of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the False Claims Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all employee benefits and claims for money, out of pocket expenses, any claims for emotional distress, degradation, humiliation, that Executive might now have or may subsequently have, whether known or unknown, which Releasors ever hadsuspected or unsuspected, now have, or hereafter may have against Releasees by reason of any actual matter or alleged actthing, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date arising out of your execution of this Agreement, in connection with, or in any way related to connected with, directly or arising out ofindirectly, your employment, service as a director, service as a trustee, service as a fiduciary any acts or termination of any of the foregoing with the Company or as a stockholder omissions of the Company or any other agreementof its directors, understandingofficers, relationship or arrangement with the Company.
b) Without limiting the generality of the foregoingshareholders, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or employees and/or agents arising out of your employmentExecutive's employment and separation from employment which have occurred prior to the date this Release of Claims (“Release”) becomes effective pursuant to Section 7 hereof (the “Effective Date”), or which may arise as a result of his separation from employment as of the Separation Date, except those matters specifically set forth herein, and except for any health, welfare, pension or retirement benefits, if any, which may have vested on Executive's behalf prior to his separation under the generally applicable terms and conditions of such employmentprograms, the termination and except for any claims arising solely out of such employment and/or any Executive’s status as a shareholder of the events relating directly Company, and except for any rights Executive has under any applicable policies of Directors and Officers liability insurance, and except for any rights Executive has under the Indemnity Agreement. Moreover, Executive may file a charge with, testify, assist, or indirectly to or surrounding the termination of such employmentparticipate in an investigation, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like.
c) You agree that you will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source hearing or proceeding involving any person or entity, conducted by the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except fair employment practices agency as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it employment laws enforced by such agencies; provided, however, that Executive understands and agrees that he is within your control or permitted waiving and releasing his rights to monetary damages under such laws by law), or assist in the commencement or prosecution reason of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein his agreement to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the general release provided for in Section 10(a) or (b) relating to the ADEAlanguage stated above.
d) The sole matters to which the release and covenants in this Section 10 do not apply are: (i) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained by the Company or under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) rights under this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Invacare Corp)
Executive’s Release. a) For The EXECUTIVE on the EXECUTIVE's own behalf and in consideration of together with the payments to be made and the promises set forth in this Agreement, you, for yourself and for your EXECUTIVE's heirs, dependentsassigns, executors, administratorsagents and representatives hereby generally releases and discharges the Company and the Bank and their respective subsidiaries, trusteesaffiliates and the respective predecessors, legal representatives successors (by merger or otherwise) and assigns of any of the foregoing, together with each and every of the present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents of any of the foregoing, and the heirs and executors of any of the foregoing (herein collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future officers, trustees, agents, attorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents for the Company or in their individual capacities (collectively referred to as "Releasees"), ) from any and all claims, demandssuits, causes of action, fees and liabilities complaints, obligations, demands, common law or statutory claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter "Claims"), which Releasors the EXECUTIVE ever had, had or now havehas against the Releasees, or hereafter may have against Releasees by reason any one of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter them occurring up to and including the date of your execution of this Agreement. Notwithstanding anything herein to the contrary, in connection with, or in any way related to or arising out of, your employment, service the EXECUTIVE's release is not and shall not be construed as a director, service as a trustee, service as a fiduciary or termination release of any of future claim by the foregoing with EXECUTIVE against the Company or as a stockholder of the Company or any other agreementBank. This release specifically includes, understanding, relationship or arrangement with the Company.but is not limited to:
b(a) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claimsClaims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;
(b) any and all Claims for wrongful discharge, breach of contract, whether known express or unknownimplied, which Releasors ever hadand Claims for breach of implied covenants of good faith and fair dealing;
(c) any and all Claims for alleged employment discrimination on the basis of race, now havecolor, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of any federal, state or may hereafter have against the Releasees includinglocal statute, ordinance, judicial precedent or Employee order, including but not limited to, (i) any claim of to claims for discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. § 1000, et seq. (excluding claims for accrued, vested benefits "ERISA") or any comparable state statute or local ordinance;
(d) any and all Claims under any federal or state statute relating to employee benefit plan of the Company in accordance with the terms and conditions of such plan and applicable law) benefits or the Family and Medical Leave Act; pensions;
(iie) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977)and all Claims in tort, the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, including but not limitedlimited to, breach of contract (express or implied)any Claims for assault, wrongful dischargebattery, detrimental reliancemisrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress or compensatory or punitive damagesdistress, duress, loss of consortium, invasion of privacy and negligence; and and
(ivf) any claim for attorney's fees, costs, disbursements and the like.
c) You agree that you will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 10(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on your behalf (to the extent it is within your control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of your execution of this Agreement which you released pursuant to Section 10(a) or (b) above. You further represent that, as of the date you sign this Agreement, you have not taken any action encompassed by this Section 10(c). If, notwithstanding the foregoing promises, you violate this Section 10(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and Claims for attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 10(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in Section 10(a) or (b) relating to the ADEAcosts.
d) The sole matters to which the release and covenants in this Section 10 do not apply are: (i) your rights of indemnification to which you were entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to your service as an officer of the Company; (ii) rights under any tax-qualified pension plan maintained by the Company or under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) rights under this Agreement.
Appears in 1 contract
Sources: Professional Employment Contract (Mifflinburg Bancorp Inc)