General Release and Covenant Not to Sue. Subject to the last sentence hereof, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (the “Recipient”), in exchange for receipt of the Transaction Bonus and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on Recipient’s behalf and on behalf of all of Recipient’s successors and assigns, hereby fully, finally and forever releases and discharges Limoneira Company (the “Company”) and each of its parents, subsidiaries and affiliates, and each of its and their limited partners and members and managers, including, without limitation, each of their respective predecessors, successors, assigns, affiliated partnerships and companies, as well as its and their current and former shareholders, investors, directors, officers, employees, partners, members, trustees, attorneys, representatives, fiduciaries and/or agents, both individually and in their official capacities (collectively, the “Released Parties”) from, and covenants not to bring suit or otherwise institute legal proceedings against any Released Parties arising in whole or in part from, any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which Recipient or any of Recipient's heirs, executors, administrators or assigns, may have (“Claims”), including (without limitation) those Claims which arise in whole or in part in connection with Recipient's hiring and employment by the Company, be they common law or statutory, legal or equitable, in contract or tort, and specifically including the Age Discrimination in Employment Act, as amended (the “ADEA”), the Family and Medical Leave Act, and all other federal, state or local laws, statutes, regulations or ordinances (the “Release”). It is the intention of Recipient in executing this General Release that the Release will be effective as a bar to each and every claim, demand, and cause of action mentioned or implied in this General Release. Recipient understands that Recipient may later discover claims or facts that may be different than, or in addition to, those which Recipient now knows or believes to exist with regards to the subject matter of this Release and which, if known at the time of executing this Release, may have materially affected this Release or Recipient's decision to enter into it. You understand and expressly agree that this Agreement extends to all claims of every nature and kind whatsoever, known and unknown, suspected or unsuspected, past or present, which you have or may have against the Company and Released Parties, and you hereby knowingly waive any and all rights and protections under Section 1542 of the California Civil Code, which states:
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General Release and Covenant Not to Sue. Subject to the last sentence hereof, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Recipient”), in exchange for receipt of the Transaction Bonus and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on Recipient’s behalf and on behalf of all of Recipient’s successors and assigns, hereby fully, finally and forever releases and discharges Limoneira Company (the “Company”) and each of its parents, subsidiaries and affiliates, and each of its and their limited partners and members and managers, including, without limitation, each of their respective predecessors, successors, assigns, affiliated partnerships and companies, as well as its and their current and former shareholders, investors, directors, officers, employees, partners, members, trustees, attorneys, representatives, fiduciaries and/or agents, both individually and in their official capacities (collectively, the “Released Parties”) from, and covenants not to bring suit or otherwise institute legal proceedings against any Released Parties arising in whole or in part from, any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which Recipient or any of Recipient's heirs, executors, administrators or assigns, may have (“Claims”), including (without limitation) those Claims which arise in whole or in part in connection with Recipient's hiring and employment by the Company, be they common law or statutory, legal or equitable, in contract or tort, and specifically including the Age Discrimination in Employment Act, as amended (the “ADEA”), the Family and Medical Leave Act, and all other federal, state or local laws, statutes, regulations or ordinances (the “Release”). It is the intention of Recipient in executing this General Release that the Release will be effective as a bar to each and every claim, demand, and cause of action mentioned or implied in this General Release. Recipient understands that Recipient may later discover claims or facts that may be different than, or in addition to, those which Recipient now knows or believes to exist with regards to the subject matter of this Release and which, if known at the time of executing this Release, may have materially affected this Release or Recipient's decision to enter into it. You understand and expressly agree that this Agreement extends to all claims of every nature and kind whatsoever, known and unknown, suspected or unsuspected, past or present, which you have or may have against the Company and Released Parties, and you hereby knowingly waive any and all rights and protections under Section 1542 of the California Civil Code, which states:
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General Release and Covenant Not to Sue. Subject ▇. ▇▇ consideration of the Employee’s right to [severance pursuant to the last sentence hereofEmployment Agreement], ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ the Employee, on behalf of the Employee and the Employee’s heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge Parent, the Company and their respective past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, and current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, investors, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, U.S., Canadian or otherwise (collectively, “Claims”) that the Employee has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, cause, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Release Agreement in any way whatsoever relating to or arising out of the Employee’s employment with the Company Released Parties or the termination of such employment. Such Claims include, without limitation, Claims arising under the Civil Rights Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (the “RecipientOWBPA”), in exchange for receipt of the Transaction Bonus and for other good and valuable considerationAmericans with Disabilities Act, the receipt Employee Retirement Income Security Act, the Family and sufficiency Medical Leave Act and any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of which are hereby acknowledgedemployment, on Recipient’s behalf and on behalf of all of Recipient’s successors and assignswages, hereby fullybenefits or otherwise or any other federal, finally and forever releases and discharges Limoneira Company (the “Company”) and each of its parentsstate or local constitution, subsidiaries and affiliatesstatute, and each of its and their limited partners and members and managersrule or regulation, including, without limitation, each of their respective predecessorsany ordinance addressing fair employment practices, successors, assigns, affiliated partnerships any Claims for employment or reemployment by the Company Released Parties (and companies, as well as its and their current and former shareholders, investors, directors, officers, employees, partners, members, trustees, attorneys, representatives, fiduciaries and/or agents, both individually and in their official capacities (collectively, the “Released Parties”) from, and covenants Employee hereby agrees not to bring suit seek such employment or otherwise institute legal proceedings against reemployment in future), any common-law Claims, including, without limitation, any actions in tort, defamation and breach of contract, any Claim or damage arising out of the Employee’s employment with or separation from the Company Released Parties arising in whole or in part from, (including any and all claims, suits, controversies, actions, causes of action, crossClaim for retaliation) under any common-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, suspected, or claimed against the Company law theory or any of the Released Parties which Recipient or any of Recipient's heirs, executors, administrators or assigns, may have (“Claims”), including (without limitation) those Claims which arise in whole or in part in connection with Recipient's hiring and employment by the Company, be they common law or statutory, legal or equitable, in contract or tort, and specifically including the Age Discrimination in Employment Act, as amended (the “ADEA”), the Family and Medical Leave Act, and all other federal, state or local lawsstatute or ordinance not expressly referenced above, statutes, regulations or ordinances (and any and all Claims for attorneys’ fees and costs.
b. The Employee understands that the “Release”). It Employee is releasing the Company Released Parties from Claims that Employee may not know about as of the date of the execution of this Release Agreement and that it is the intention Employee’s knowing and voluntary intent even though the Employee recognizes that someday the Employee may learn that some or all of Recipient in executing the facts the Employee currently believes to be true are untrue and even though the Employee might then regret having signed this General Release Agreement. Nevertheless, the Employee understands that the Employee is expressly assuming that risk and agrees that this Release Agreement will be remain effective as a bar in all respects in any such case. The Employee expressly and completely waives all rights the Employee may have under any law that is intended to each and every claim, demandprotect the Employee from waiving unknown claims, and cause the Employee understands the significance of action mentioned or implied doing so.
▇. ▇▇ consideration of the terms set forth in this General Release. Recipient understands Release Agreement, the Employee represents that Recipient may later discover claims Employee has not filed or facts permitted to be filed against the Company Released Parties any charges, complaints or lawsuits, and the Employee covenants and agrees that may the Employee will not file or permit to be different than, or in addition to, those which Recipient now knows or believes to exist filed any lawsuits at any time hereafter with regards respect to the subject matter of this Release Agreement and which, if known at the time of executing this Release, may have materially affected claims released pursuant to this Release Agreement (including, without limitation, any claims relating to the termination of the Employee’s employment) except as may be necessary to enforce this Release Agreement or Recipient's decision to enter into itseek a determination of the validity of the waiver of the Employee’s rights under ADEA.
▇. You understand and expressly agree that ▇▇ further consideration of the terms set forth in this Agreement extends Release Agreement, the Employee will provide reasonable services to all claims of every nature and kind whatsoever, known and unknown, suspected or unsuspected, past or present, which you have or may have against the Company on an as- needed and Released Parties, and you hereby knowingly waive any and all rights and protections under Section 1542 part-time basis for a period of the California Civil Code, which states:up to three
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General Release and Covenant Not to Sue. Subject to the last sentence hereof, ▇▇. ▇▇ ▇▇▇▇▇▇consideration of the Employee’s right to [severance pursuant to Section 3.3 of the Employment Agreement / Change in Control Benefits (as defined in the Employment Agreement)], the Employee, on behalf of the Employee and the Employee’s heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the “Employee”), ▇▇▇▇▇▇ agrees to irrevocably and unconditionally waive, release and forever discharge Parent, the Company and their respective past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, and current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, investors, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, U.S., Canadian or otherwise (collectively, “Claims”) that the Employee has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, cause, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Release Agreement in any way whatsoever relating to or arising out of the Employee’s employment with the Company Released Parties or the termination of such employment. Such Claims include, without limitation, Claims arising under the Civil Rights Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (the “RecipientOWBPA”), in exchange for receipt of the Transaction Bonus and for other good and valuable considerationAmericans with Disabilities Act, the receipt Employee Retirement Income Security Act, the Family and sufficiency Medical Leave Act and any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of which are hereby acknowledgedemployment, on Recipient’s behalf and on behalf of all of Recipient’s successors and assignswages, hereby fullybenefits or otherwise or any other federal, finally and forever releases and discharges Limoneira Company (the “Company”) and each of its parentsstate or local constitution, subsidiaries and affiliatesstatute, and each of its and their limited partners and members and managersrule or regulation, including, without limitation, each of their respective predecessorsany ordinance addressing fair employment practices, successors, assigns, affiliated partnerships any Claims for employment or reemployment by the Company Released Parties (and companies, as well as its and their current and former shareholders, investors, directors, officers, employees, partners, members, trustees, attorneys, representatives, fiduciaries and/or agents, both individually and in their official capacities (collectively, the “Released Parties”) from, and covenants Employee hereby agrees not to bring suit seek such employment or otherwise institute legal proceedings against reemployment in future), any common-law Claims, including, without limitation, any actions in tort, defamation and breach of contract, any Claim or damage arising out of the Employee’s employment with or separation from the Company Released Parties arising in whole or in part from, (including any and all claims, suits, controversies, actions, causes of action, crossClaim for retaliation) under any common-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, suspected, or claimed against the Company law theory or any of the Released Parties which Recipient or any of Recipient's heirs, executors, administrators or assigns, may have (“Claims”), including (without limitation) those Claims which arise in whole or in part in connection with Recipient's hiring and employment by the Company, be they common law or statutory, legal or equitable, in contract or tort, and specifically including the Age Discrimination in Employment Act, as amended (the “ADEA”), the Family and Medical Leave Act, and all other federal, state or local lawsstatute or ordinance not expressly referenced above, statutes, regulations or ordinances (and any and all Claims for attorneys’ fees and costs.
b. The Employee understands that the “Release”). It Employee is releasing the Company Released Parties from Claims that Employee may not know about as of the date of the execution of this Release Agreement and that it is the intention Employee’s knowing and voluntary intent even though the Employee recognizes that someday the Employee may learn that some or all of Recipient in executing the facts the Employee currently believes to be true are untrue and even though the Employee might then regret having signed this General Release Agreement. Nevertheless, the Employee understands that the Employee is expressly assuming that risk and agrees that this Release Agreement will be remain effective as a bar in all respects in any such case. The Employee expressly and completely waives all rights the Employee may have under any law that is intended to each and every claim, demandprotect the Employee from waiving unknown claims, and cause the Employee understands the significance of action mentioned or implied doing so.
▇. ▇▇ consideration of the terms set forth in this General Release. Recipient understands Release Agreement, the Employee represents that Recipient may later discover claims Employee has not filed or facts permitted to be filed against the Company Released Parties any charges, complaints or lawsuits, and the Employee covenants and agrees that may the Employee will not file or permit to be different than, or in addition to, those which Recipient now knows or believes to exist filed any lawsuits at any time hereafter with regards respect to the subject matter of this Release Agreement and which, if known at the time of executing this Release, may have materially affected claims released pursuant to this Release or Recipient's decision Agreement (including, without limitation, any claims relating to enter into it. You understand and expressly agree that this Agreement extends to all claims of every nature and kind whatsoever, known and unknown, suspected or unsuspected, past or present, which you have or may have against the Company and Released Parties, and you hereby knowingly waive any and all rights and protections under Section 1542 termination of the California Civil CodeEmployee’s employment) except as may be necessary to enforce this Release Agreement or to seek a determination of the validity of the waiver of the Employee’s rights under ADEA.
d. The Employee understands and agrees that nothing in this Release Agreement limits or interferes with the Employee’s right, without notice to or authorization of the Company, to communicate in good faith with any Government Agency (as defined below) for the purpose of reporting a possible violation of law, or to participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing documents or other information, or for the purpose of filing a charge or complaint with a Government Agency. As used in this Release Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or any other federal, state or local governmental agency or commission. In the event that the Employee files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on the Employee’s behalf, the Employee agrees that the Employee’s release of claims in this Release Agreement will nevertheless bar the Employee’s right to any monetary or other recovery (including reinstatement), except that the Employee does not waive: (i) the Employee’s right to receive a whistleblower award from a Government Agency for information provided to such Government Agency; (ii) any recovery to which states:the Employee may be entitled pursuant to workers’ compensation and unemployment insurance laws; and (iii) any other right where a waiver is expressly prohibited by law. Moreover, nothing in this Release Agreement prevents or waives the Employee’s right to challenge the validity of this Release Agreement under ADEA as amended by the OWBPA or otherwise.
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