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Exhibit 10.24
RELEASE
THIS RELEASE (this " Release ") is made as of this 8th
day of December, 2006, by and between Language Line, Inc., a
Delaware corporation (the " Company ") and Mathew Gibbs ("
Executive ").
PRELIMINARY RECITALS
A. Executive and the Company entered into that certain
Employment Agreement, dated as of June 11, 2004 (the
"Agreement").
B. Executive’s employment with the Company as Chief
Financial Officer has terminated.
C. In connection with the termination of Executive’s
employment under the Agreement, Executive is entitled to certain
payments and other benefits, subject to Executive’s
execution, delivery and non-rescission of this Release.
D. As further consideration for execution of this Release, the
Company has agreed to provide the benefits set forth on Exhibit
A attached hereto.
AGREEMENT
In consideration of the payments and other benefits due
Executive under the Agreement, the additional benefits to be
provided to Executive set forth on Exhibit A attached hereto
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Executive, intending to be legally bound, does
hereby, on behalf of himself and his agents, representatives,
attorneys, assigns, heirs, executors and administrators
(collectively, the " Executive Parties ") REMISE, RELEASE
AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries,
parents, joint ventures, and its and their officers, directors,
shareholders, members, managers and employees, and its and their
respective successors and assigns, heirs, executors, and
administrators (collectively, the " Company Parties ") from
all causes of action, suits, debts, claims and demands whatsoever
in law or in equity, which Executive or any of the Executive
Parties ever had, now has, or hereafter may have, by reason of any
matter, cause or thing whatsoever, from the beginning of
Executive’s initial dealings with the Company to the date of
this Release, and particularly, but without limitation of the
foregoing general terms, any claims arising from or relating in any
way to (i) Executive’s employment relationship with
Company, the terms and conditions of that employment relationship,
and the termination of that employment relationship, including, but
not limited to, any claims arising under the Age Discrimination in
Employment Act, as amended, 29 U.S.C. § 621 et seq., Title VII
of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e
et seq., the Civil Rights Act of 1966, 42 U.S.C. §1981, the
Civil Rights Act of 1991, Pub. L. No. 102-166, the Americans
with Disabilities Act, 42 U.S.C. §12101 et seq., the Age
Discrimination in Employment Act, as
amended, 29 U.S.C. §621 et seq., the Fair
Labor Standards Act, 29 U.S.C. §201 et seq., the National
Labor Relations Act, 29 U.S.C. §151 et seq., and any other
claims under any federal, state or local common law, statutory, or
regulatory provision, now or hereafter recognized, and any claims
for reasonable attorneys’ fees and costs, but not including
such claims to (A) payments, benefits and other rights
provided Executive under the Agreement or (B) as may be due
Executive, during the period following the termination of his
employment, under any employee benefit plan of the Company in
accordance with the terms of such plan. This Release is effective
without regard to the legal nature of the claims raised and without
regard to whether any such claims are based upon tort, equity,
implied or express contract or discrimination of any sort. Except
as specifically provided herein, it is expressly understood and
agreed that this Release shall operate as a clear and unequivocal
waiver by Executive of any claim for accrued or unpaid wages,
benefits or any other type of payment and (ii) the repurchase
by Language Line Holdings, LLC (" Holdings ") of 900,000 of
your vested Class C Common Units of Holdings Units and 3,300,000 of
your unvested Holdings, including but not limited to (A) the
determination of fair market value of the vested Class C Common
Units and the Purchase Price paid for the repurchase of all such
Class C Common Units and (B) all rights of Executive as a
member of Holdings based on his ownership of such Class C Common
Units that have been repurchased by Holdings.
2. Executive expressly waives all rights afforded by any statute
which limits the effect of a release with respect to unknown
claims. Executive understands the significance of his release of
unknown claims and his waiver of statutory protection against a
release of unknown claims.
3. Executive agrees that he will not be entitled to or accept
any benefit from any claim or proceeding within the scope of this
Release that is filed or instigated by him or on his behalf with
any agency, court or other government entity.
4. Executive further agrees and recognizes that he has
permanently and irrevocably severed his employment relationship
with the Company, that he shall not seek employment with the
Company or any affiliated entity at any time in the future, and
that the Company has no obligation to employ him in the future.
5. The parties agree and acknowledge that the Agreement, and the
settlement and termination of any asserted or unasserted claims
against the Company and the Company Parties pursuant to this
Release, are not and shall not be construed to be an admission of
any violation of any federal, state or local statute or regulation,
or of any duty owed by the Company or any of the Company Parties to
Executive.
6. Executive certifies and acknowledges as follows:
(a) That he has read the terms of this Release, and that he
understands its terms and effects, including the fact that he has
agreed to RELEASE AND FOREVER DISCHARGE the Company and all Company
Parties from any legal action or other liability of any type
related in any way to the matters released pursuant to this Release
other than as provided in the Agreement and in this Release;
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(b) That he has signed this Release voluntarily
and knowingly in exchange for the consideration described herein,
which he acknowledges is adequate and satisfactory to him and which
he acknowledges is
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