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SEPARATION & GENERAL RELEASE AGREEMENT

Release Agreement

SEPARATION & GENERAL RELEASE AGREEMENT | Document Parties: Align Technology, Inc You are currently viewing:
This Release Agreement involves

Align Technology, Inc

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Title: SEPARATION & GENERAL RELEASE AGREEMENT
Date: 8/3/2007
Industry: Medical Equipment and Supplies     Sector: Healthcare

SEPARATION & GENERAL RELEASE AGREEMENT, Parties: align technology  inc
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Exhibit 10.3

SEPARATION & GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (“Agreement”) is made by and between Michael J. Henry (“Henry”) and Align Technology, Inc. (“Align”).  Henry and Align will hereinafter be referred to as the “Parties.”

R   E   C   I   T   A   L   S

 

WHEREAS, Henry has been for a time employed by Align;

WHEREAS, the Parties agree that his employment shall be terminated on July 23, 2007 (the “Termination Date”);

WHEREAS, Henry and Align (together “the Parties”) wish permanently to resolve all disputes that exist or may exist between them in the future arising out of Henry’s employment with Align and the termination thereof;

NOW, THEREFORE, for and in consideration of the promises and undertakings described below, the Parties agree as follows:

A   G   R   E   E   M   E   N   T   S

 

A.                                     ALIGN.

1.     Severance Pay.   Beginning upon the first regular pay day following the execution of this Agreement by Henry and after the expiration of the revocation period referred to in Section C.7. below, Align shall pay to Henry the total amount of One Hundred Twenty Three Thousand Seven Hundred and Fifty Dollars ($123,750) to be paid in accordance with Align’s standard payroll schedule and practices, less applicable deductions and withholdings, which represents six months of Henry’s current base salary.  A Form W-2 shall be issued to Henry for each year during which these payments are made and/or waivers are issued.

2.     COBRA Continuation.   Beginning after the execution of this Agreement by Henry and after the expiration of the revocation period referred to in Section C.7. below, if Henry is eligible and timely elects to continue medical coverage for himself and his eligible dependents under COBRA, Align will pay, on Henry’s behalf, the premiums to continue this group health insurance, including coverage for Henry’s eligible dependents for a period of six (6) months; provided, however, that Align will pay such premiums only for the coverage for which Henry and his eligible dependents were enrolled immediately prior to the Termination Date.

Align shall pay the premiums for such coverage until the earlier of (a) six (6) months following the expiration of the revocation period; (b) the effective date of Henry’s coverage by a health plan of a subsequent employer; or (c) the date Henry is no longer eligible for COBRA coverage.  For the balance of the period that Henry is entitled to coverage under COBRA, he shall be entitled to maintain coverage for himself and his eligible dependents at his own expense.

B.                                     HENRY.

1.     Final Pay.   Henry represents and warrants that he has received and reviewed his final paycheck and that he has been paid all salary, wages and compensation of any type earned by him and owed to him by Align, including, but not limited to, all accrued but unused vacation as well as any reimbursable business




expenses.  Henry further acknowledges and agrees that he is not entitled to any additional payments from Align except as set forth in this Agreement.

2.     General Release .  Henry hereby fully and forever releases, waives, discharges and promises not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings against Align or any of its current and former officers, directors, attorneys, shareholders, predecessor, successor, affiliated or related companies, agents, employees and assignees thereof (collectively, the “Company”), with respect to any and all liabilities, claims, demands, contracts, debts, obligations and causes of action of any nature, kind, and description, whether in law, equity or otherwise, whether or not now known or ascertained, which currently do or may exist, including without limitation any matter, cause or claim arising from or relating in any way to Henry’ employment with Align or the termination therefrom, including, but not limited to any claims for unpaid wages, severance, benefits, penalties, breach of contract, breach of the covenant of good faith and fair dealing, infliction of emotional distress, misrepresentation, claims under Title VII of the Civil Rights Act, under the Age Discrimination in Employment Act, under the California Fair Employment and Housing Act, under the California Labor Code, under the Employment Retirement Income and Security Act and under any other statutory or common law claims relating to employment or the termination thereof, except any claims Henry may have, which, as a matter of law, are not subject to waiver, such as:

a.                                        unemployment insurance benefits pursuant to the terms of applicable law;

b.                                       workers’ compensation insurance benefits pursuant to Division 4 of the California Labor Code, under the terms of any workers’ compensation insurance policy or fund of Align;

c.                                        continued participation in certain of Align’s group benefit plans on a temporary basis pursuant to the federal law known as COBRA;

d.                                       rights or claims under the Age Discrimination in Employment Act (“ADEA”) that may arise after the date this Agreement is signed;

e.                                        the right to file an administrative charge with the Equal Employment Opportunity Commission, the Department of Fair Employment & Housing, the National Labor Relations Board and any other governmental entity to which waiver of the right to file an administrative claim is unlawful;

f.                                          claims for indemnification under California Labor Code section 2802.

 With regard to Section B.2.e., Henry understands and agrees that, in the event he files an administrative charge, he shall not seek, be entitled to, or accept any financial remuneration of any type as a result of the charge.  With regard to Section B.2.f., Henry acknowledges that he is presently unaware of any claims for indemnification that have not already been submitted to the Company.

3.     Waiver – Civil Code Section 1542 .   Henry understands and agrees that Section B.2., above, applies to claims, known and presently unknown by Henry; and that this means that if, hereafter, Henry discovers facts different from or in addition to those which Henry now knows or believes to be true, that the releases, waivers, discharge and promise not to sue or otherwise institute legal action shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of such fact.  Accordingly, Henry hereby agrees that he fully and forever waives any and all rights and benefits conferred upon his by the provisions of Section 1542 of the Civil Code of the State





 
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