General Release Of Claims

General Release of Claims - Executive Severance

This Release is made on [AGREEMENT DATE] (the "Effective Date") between [COMPANY NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [COMPANY ADDRESS] (the "Company") and [EXECUTIVE NAME], whose principal place of residence is at [EXECUTIVE ADDRESS] (the "Executive").


A. The Executive and the Company entered into a severance agreement (the "Severance Agreement"), effective as of [DATE OF SEVERANCE AGREEMENT], which provides for the payment of benefits to the Executive under certain circumstances following his or her termination of employment.

B. The Executive's Employment with the Company [terminated/will terminate] on [SEVERANCE DATE] under circumstances that entitle him or her to payments under the Severance Agreement, subject to the terms of this Release.

C. The Company's obligations under the Severance Agreement are contingent on the Executive signing and providing this Release to the Company within the required time.

D. Signing this release is a condition of the Executive's receiving payments and benefits under the Severance Agreement.

The parties agree as follows (the capitalized terms used in this Release, in addition to those above, being defined in section 9 (Definitions)):

1. Release

1.1. Release by Executive. In return for the Company making the payments and providing the benefits required by the Severance Agreement, the Executive hereby releases all Released Persons from all Claims, other than Excluded Claims, that the Executive ever had, now has, or may have in the future against any of them

(a) relating to his or her employment, or the cessation of his or her employment, with the Company or a Related Employer, or

(b) involving facts that occurred on or after the Effective Date.

1.2. Definition of "Claim." In this agreement, "Claim" means any claim, cause of action, suit, agreement, promise, damage, dispute, judgment, or demand of any kind.

1.3. Definition of "Excluded Claim." In this agreement, "Excluded Claim" means

(a) a Claim that the Company has failed to pay the Executive a payment described in or contemplated by, or has otherwise breached the terms of, the Severance Agreement, or

(b) a Claim that the Company has failed to pay the Executive any vested benefits to which he or she is entitled under a plan or program of the Company or a Related Employer.

1.4. Definition of "Related Employer." In this agreement, "Related Employer" means any affiliate of the Company for whom the Executive currently works or has worked.

1.5. Definition of "Released Persons." In this agreement, "Released Persons" means, collectively, the Company and all of its past and present officers, directors, shareholders, partners, trustees, employees, agents, and representatives, and those of its affiliates, in both their individual and representative capacities.

2. Right to Revoke. The Executive may revoke this Release within [seven] days after signing it by giving the Company Notice of its revocation. Any revocation is irrevocable.

3. Effectiveness of Release. This Release will not become effective until the [eighth] day following the date on which he or she signs it. If the Executive revokes this Release within that period, both the Severance Agreement and this Release will be void.

4. Representations and Warranties. The Executive represents and warrants to the Company as follows, acknowledging that the Company is relying on these representations and warranties:

4.1. No Actions Brought. Except as provided under sections 5.4 (Complaints to EEOC) and 5.6 (ADEA Claims) and for any Excluded Claim, the Executive represents that he or she has not brought any action, initiated any regulatory review, or filed any lawsuit against any Released Person

(a) relating to his or her employment, or the cessation of his or her employment, with the Company or a Related Employer, or

(b) involving facts that occurred on or before the Effective Date.

4.2. No Assignment of Claims. The Executive has not assigned any Released Claims to any person.

5. Acknowledgements. The Executive acknowledges to the Company as follows:

5.1. Release Final and Binding. This Release is, subject to the Executive's rights under section 2 (Right to Revoke), final and binding.

5.2. Extinguishment of Released Claims. This Release irrevocably extinguishes the Executive's rights of action for any matter connected with the Released Claims.

5.3. Claims Known and Unknown Released. The Executive grants this Release regardless of whether all the Released Claims are known to the Executive at this time.

5.4. Complaints to EEOC. Nothing in this Release

(a) prevents the Executive from filing a charge or complaint (including a challenge to the validity of this Release) with the EEOC,

(b) prevents the Executive from participating in any investigation or proceeding conducted by the EEOC, or

(c) establishes a condition precedent or other barrier to exercising his or her rights before the EEOC.

5.5. Waiver of EEOC Recovery. While the Executive has a right to participate in any EEOC investigation, the Executive understands that, under this Release, he or she is waiving the right to any monetary recovery arising from any such investigation.

5.6. ADEA Claims. The Executive may file a charge alleging a violation of the ADEA with any administrative agency and challenge, under the ADEA, the validity of this Release without either

(a) repaying to the Company the amounts paid under this Release, or

(b) paying the Company any other amounts (such as attorneys' fees or damages).

5.7. Period for Consideration. The Executive has read this Release carefully and has been given at least [21] days to consider all of its terms. Any changes made to this Release after the Effective Date do not restart or affect that period. The Executive hereby waives any right to any further review period.

5.8. Voluntariness. The Executive has not been forced or pressured to sign this Release, and agrees to all of its terms voluntarily.

5.9. No Admission of Liability. The Company's payments to the Executive and the signing of this Release do not constitute any acknowledgement that the Executive has any valid Claims against any Released Person or that any Released Person admits any liability to the Executive.

5.10. Effect of Release. The Executive understands that, by signing this Release, he or she is giving up any right that the Executive has or may have to sue, or bring any Claims other than Excluded Claims against, any Released Person.

5.11. Acknowledgement of Contract Terms. The Executive acknowledges that he or she

(a) has read this Release,

(b) understands its terms,

(c) has had the opportunity to consult[ and has consulted] with independent legal counsel, and

(d) has signed this Release voluntarily.

5.12. Definition of "EEOC." In this agreement, "EEOC" means the Equal Employment Opportunity Commission

5.13. Definition of "Released Claim." In this agreement, "Released Claim" means any Claim other than an Excluded Claim (including Claims under any applicable Law or under state contract or tort Law).

6. Conditions. If the Executive

6.1. signs and dates this Release and submits it to the Company not later than [seven] days after the Effective Date,

6.2. complies with the other requirements of this Release and the Severance Agreement, and

6.3. does not revoke it,

the Company shall make the payments and provide the benefits required under the Severance Agreement.

7. Covenant not to Sue. Except as provided under sections 5.4 (Complaints to EEOC) and 5.6 (ADEA Claims), the Executive shall not sue or commence or maintain any action or proceeding against any Released Person in connection with any Released Claim.

8. Claims Asserted against Released Persons. If the Executive commences, continues, or joins in any lawsuit against a Released Person relating to, or in any other manner attempts to assert a Released Claim against a Released Person, or otherwise breaches the terms of this Release, the Executive shall

8.1. return all severance payments paid to him or her under the Severance Agreement (together with interest), and

8.2. indemnify each Released Person for all expenses (including attorneys' fees) incurred by each Released Person in defending the claim.

9. Definitions. In addition to the terms at the top of the first page of this Release and in the Recitals, the following definitions apply:

9.1. "Claim" has the meaning given to that term in section 1.2 (Definition of "Claim").

9.2. "EEOC" has the meaning given to that term in section 5.11 (Definition of "EEOC").

9.3. "Excluded Claim" has the meaning given to that term in section 1.3 (Definition of "Excluded Claim").

9.4. "Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

9.5. "Related Employer" has the meaning given to that term in section 1.4 (Definition of "Related Employer").

9.6. "Released Claim" has the meaning given to that term in section 5.12 (Definition of "Released Claim").

9.7. "Released Persons" has the meaning given to that term in section 1.5 (Definition of "Released Persons").

10. General Provisions

10.1. Entire Agreement. This Release contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

10.2. Amendment. This Release may only be amended by a written document signed by both parties.

10.3. Assignment. Neither party may assign this Release or any of their rights or obligations under this Release without the prior written consent of the other party.

10.4. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this Release, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this Release will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

10.5. Remedies Cumulative. Except as provided in section 19.4 (Exclusive Remedies), the rights and remedies available to a party under this Release are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

10.6. Severability. If any part of this Release is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

10.7. Waiver. A party's failure or neglect to enforce any of rights under this Release will not be deemed to be a waiver of that party's rights.

10.8. Governing Law. This Release will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

10.9. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

(b) No Punitive Damages. The arbitrator(s) will not have the power to award punitive damages.

(c) Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction.

10.10. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this Release or the transactions relating to its subject matter.

10.11. Attorney Fees. If either party brings legal action to enforce its rights under this Release, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

10.12. Interpretation

(a) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(b) Headings. The headings used in this Release and its division into sections and other subdivisions do not affect its interpretation.

(c) Internal References. References in this Release to sections and other subdivisions are to those parts of this Release.

(d) Conflict of Terms. If there is any inconsistency between the terms of this Release and the Severance Agreement, the terms of this Release will prevail.

10.13. Counterparts. This Release may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

10.14. Effectiveness of Agreement. This Release is effective as of the Effective Date, even if any signatures are made after that date.

This Release has been signed by the parties.