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;
2
(b) That he has signed this Release
voluntarily and knowingly in exchange for the consid
