EXHIBIT 10.3.13.5
SETTLEMENT AGREEMENT AND
RELEASE IN FULL
This Settlement Agreement and Release in Full
(“Agreement”) is entered into between Jeffrey A. Elias
(“Elias”) and Westaff, Inc. a Delaware
corporation and Westaff Support, Inc., a California
corporation and subsidiary of Westaff, Inc., (collectively,
“Westaff”).
WHEREAS, Elias was employed by
Westaff Support, Inc. as Senior Vice President, Corporate
Services pursuant to the November 28, 2006 Employment
Agreement, and all amendments thereto (as amended the
“Employment Agreement”); and
WHEREAS, on May 22, 2008, Elias
resigned from his position as Senior Vice President, Corporate
Services (“Resignation Date”), and the parties hereto
wish to specify and agree upon the terms and conditions of
Elias’s resignation from Westaff by entering into this
Agreement.
Thus, in consideration of the mutual
covenants and promises contained in this Agreement, Elias and
Westaff agree as follows:
1.
Elias, for and on
behalf of himself and his heirs, beneficiaries, executors,
administrators, attorneys, successors, and assigns shall forever
waive, release, discharge, and covenant not to sue Westaff, all
related companies, partnerships, or joint ventures, and, with
respect to each of them, their predecessors and successors; and,
with respect to each such entity, all of its past and present
employees, officers, directors, stockholders, owners,
representatives, assigns, attorneys, agents, insurers, employee
benefit programs (and the trustees, administrators, fiduciaries,
and insurers of such programs), and any other persons acting by,
through, under or in concert with any of the persons or entities
listed in this section (hereinafter also referred to as the
“Released Parties”). Elias understands and agrees
that he is releasing all known and unknown claims, promises, causes
of action, or similar rights of any type that he may have (the
“Claims”) against any Released Party, except that he is
not releasing any claims that relate to (i) his right to
enforce this Agreement; or (ii) any rights or claims which may
arise or accrue after he signs this Agreement. Elias further
understands that the Claims he is releasing may arise under many
different laws (including statues, regulations, other
administrative guidance, and common law doctrines), including, but
not limited to:
a.
Anti-discrimination statutes, such
as Title VII of the Civil Rights Act of 1964,
Section 1981 of the Civil Rights Act of 1866, Executive
Order 11246, the California Fair Employment and Housing Act (Gov.
Code 12900 et seq .) and the California Family Rights
Act, which prohibit discrimination based race, religion, color,
national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, or sexual orientation;
the Equal Pay Act, which prohibits paying men and women unequal pay
for equal work; the Age Discrimination in Employment Act of 1967,
which prohibits age discrimination; the Americans With Disabilities
Act and Section 503 and 504 of the Rehabilitation Act of 1973,
which prohibit discrimination based on disability; and any other
federal, state, or local law prohibiting employment or wage
discrimination.
b.
Federal employment statutes, such as
the WARN Act, which requires that advance notice be given of
certain work force reductions; the Employee Retirement Income
Security Act of 1974, which, among other things, protects employee
benefits; the Fair Labor Standards
Act of 1938 and the California Labor
Code or Industrial Welfare Commission Wage Orders, which regulate
wage and hour matters; the Family and Medical Leave Act of 1993,
which requires employers to provide leaves of absence under certain
circumstances; and any other federal laws relating to employment,
such as veterans’ reemployment rights laws.
c.
Other laws, such as any federal,
state, or local laws governing the payment of wages or benefits,
including any law providing for penalties and interest, as well as
laws governing working conditions, restricting an employer’s
right to terminate employees, or otherwise regulating employment;
any federal, state, or local law enforcing express or implied
employment contracts or requiring an employer to deal with
employees fairly or in good faith.
d.
Tort and Contract Claims, such as
claims for wrongful discharge, physical or personal injury,
emotional distress, fraud, fraud in the inducement, negligent
misrepresentation, defamation, invasion of privacy, interference
with contract or with prospective economic advantage, breach of
express or implied contract, breach of covenants of good faith and
fair dealing, and similar or related claims.
e.
Examples of released Claims include,
but are not limited to: (i) Claims for unpaid wages,
penalties under federal or state wage laws, and interest thereon;
(ii) Claims that in any way relate to employment with the
Company or any other Released Party, or the termination of that
employment, such as Claims for compensation, bonuses, commissions,
lost wages, unused accrued vacation or sick pay; (iii) Claims
that in any way relate to the design or administration of any
employee benefit program; (iv) Claims of irrevocable or vested
rights to severance or similar benefits or to post-employment
health or group insurance benefits; or (v) any Claims to
attorneys’ fees or other indemnities.
2.
Elias understands
that this Agreement is a full and final release covering all known
and unknown claims, and he waives all rights or benefits that he
may have now or in the future, under the terms of Section 1542
of the California Civil Code which provides as follows:
“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.”
3.
Elias, for and on
behalf of himself and his heirs, beneficiaries, executors,
administrators, attorneys, successors, and assigns, also agrees and
covenants not to file a lawsuit or administrative complaint to
assert any claim with respect to his employment with W
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