Section 1 regardless of whether you obtain or attempt to obtain alternate employment at any time. Any and all payments of the Severance Payment, Annual Bonus Payment, RRA Bonus Payment and/or COBRA Payments (together, the “Severance Benefits”) shall be less applicable taxes, withholding and deductions.
2.You acknowledge that the Severance Benefits are valuable consideration over and above benefits due to you in connection with the end of your employment and is in lieu of and shall discharge any and all obligations of the Company and its affiliates to you for compensation or benefits of any kind including, without limitation, severance pay, bonuses, wages, salary, commissions, incentives and deferred compensation or any other expectation of remuneration or benefit on your part, and that you shall not be paid any such compensation, benefits or remuneration, except for: (a) any earned but unpaid wages and accrued vacation benefits, if any, (b) any business expenses incurred prior to the Termination Date that have not yet been reimbursed under the terms of the Company’s expense reimbursement policy, and (c) any benefits to which you may be entitled following separation under the terms of the Company benefit plans in which you have participated. Except as described in Section 1(d) above, your participation in all Company benefit plans and compensation arrangements, of any nature will cease as of the Termination Date.
3.Release. As used in this Section, the term “Released Parties” means the Company and its parent(s), affiliates, subsidiaries, predecessors, successors, assigns, related companies or entities, and their employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past or present officers, directors, partners, insurers, agents, representatives, attorneys, accountants, actuaries and employees. The term “Claims” means all claims and rights that you have, had, or may have against the Released Parties, including but not limited to any and all claims, complaints, charges, demands, liabilities, obligations, causes, and causes of action of whatever kind or nature based, relating to, or arising out of any cause, circumstance, fact, matter, thing, event, act, omission, or failure to act whatsoever, whether arising at law or in equity, whether based on tort, contract, statutory, or common law principles, and whether known, unknown, foreseen, or unforeseen.
As a material inducement for the Company to pay the Severance Benefits, you on behalf of yourself and your heirs, executors, administrators and assigns hereby irrevocably and unconditionally release the Released Parties from any and all claims, liabilities, obligations, promises, actions, suites or demands, of any nature, known or unknown, arising from the beginning of time and through and including the date you sign this Agreement that you now have or that might subsequently accrue to you, including but not limited to including but not limited to Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”), the Family and Medical Leave Act (“FMLA”), Executive Order No. 11246, 42 U.S.C. § 1981, any applicable federal, state, or local laws regarding discrimination, harassment, and/or retaliation, and all other federal, state and local laws, statutes, regulations and ordinances, and any claim for breach of contract, defamation, slander, libel, fraud, misrepresentation, negligence, intentional or negligent infliction of emotional distress, or any other claim for damages or other relief arising under any theory of law or equity, including any claim for costs or attorneys’ fees you incur in connection therewith. You further agree to irrevocably waive any right to recover and/or any right to injunctive relief under any Claim, individual or class, that subsequently may be filed with or by the Equal Employment Opportunity Commission (“EEOC”) or any other Federal, State or local agency, court or other tribunal with respect to your employment with the Company or termination thereof (except for any Claim challenging the knowing and voluntary nature of this release agreement). Further, you represent that you have not: (a) brought a charge or suit against the Released Parties in connection with any of the Claims, or (b) heretofore assigned or transferred or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein which you have against the Released Parties.
This waiver shall also irrevocably and unconditionally release your rights under the Age Discrimination in Employment Act (“ADEA”), as amended, which prohibits age discrimination in employment and retaliation.
4.Unreleased Claims. Nothing in this Agreement is intended to waive any right you may have to (a) vested retirement benefits, (b) group insurance benefits not yet paid as of your Termination Date, (c) any statutory benefits or right to payment, such as COBRA insurance continuation rights, (d) any right to unemployment compensation or workers compensation benefits, (e) any right to be reimbursed for business expenses in accordance with Company policies, (f) any right to challenge the validity of or enforce the terms of this Agreement, (g) any right to indemnity by the Company in connection with third party claims, (h) any right granted to you in this Agreement,