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A settlement agreement and general release is a legal document that outlines the terms of an agreement between two parties. The document typically includes a statement where one party agrees to settle all claims they may have against the other party and a statement where both parties agree not to bring any new legal actions against each other in the future.
A third section will often contain details about how much money or property is being exchanged for this settlement. These agreements are standard when there has been some sort of dispute between two parties, such as if someone was injured because of someone else's negligence or if one person believes that another owes them money but cannot collect it through court proceedings due to bankruptcy.
Below is a list of common sections included in Settlement Agreement And General Releases. These sections are linked to the below sample agreement for you to explore.
AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release (this “Agreement”) is entered into by and among Ronald G. Hiscock (“Hiscock”), Alphatec Holdings, Inc., a Delaware corporation (“AHI”), and Alphatec Spine, Inc., a California corporation (“ASI”). Collectively, AHI and ASI and their respective subsidiaries and affiliates shall be referred to herein as “Alphatec”, and collectively Hiscock and Alphatec shall be referred to herein as the “Parties” and individually as a “Party”.
1. This Agreement is entered into with reference to the following facts :
a. Hiscock had an employment agreement with Alphatec dated August 4, 2006, for a term of three years, subject to renewal (the “Employment Agreement”). Hiscock’s position as Chief Executive Officer and President of Alphatec terminated effective as of December 19, 2006 (the “Termination”).
b. In connection with his employment, Hiscock was issued 436,919 shares of AHI common stock (the “Restricted Shares”) and 7,261 shares of AHI New Redeemable Preferred Stock (the “Restricted Preferred”), which Restricted Shares and Restricted Preferred were subject to repurchase by Alphatec under certain circumstances.
c. As an investor, Hiscock also paid $100,000.00 in exchange for 19,931 shares of AHI common stock and 3,591 shares of New Preferred stock (together referred to as the “Investment Shares”), which Investment Shares are not sold, relinquished or cancelled by this Settlement Agreement and Mutual Release. In addition, Hiscock and/or family members own stock
in AHI purchased either as “family and friends” stock and/or in the open market (the “Open Market Shares”), which Open Market Shares are not sold, relinquished or cancelled by this Settlement Agreement and Mutual Release.
d. The Parties desire and hereby agree to finally settle all potential claims regarding the Termination, as well as all other matters except as noted herein, in accordance with the terms, covenants and conditions hereinafter set forth.
2. Consideration to Hiscock .
a. AHI shall arrange for the sale (the “Block Sale”), pursuant to Rule 144 under the Securities Act of 1933, as amended, of such number (the “Requisite Number”) of Restricted Shares as equals (i) Six Hundred Eighty Thousand Dollars ($680,000.00) divided by (ii) the per share purchase price (without regard to brokerage fees and commissions) in the Block Sale, and Hiscock shall retain the full amount of the proceeds of the Block Sale.
b. In the event that, for any reason, the Requisite Number of Restricted Shares is not sold in the Block Sale, or the Block Sale does not occur, prior to twenty-eight days after the Effective Date (defined in Section 12(f) below), AHI shall repurchase from Hiscock (a “Repurchase”), in cash by wire transfer of immediately available funds, such number of Restricted Shares as equals (i) Six Hundred Eighty Thousand Dollars ($680,000.00) (minus the proceeds of the Block Sale, if any) divided by (ii) the closing price of one share of AHI common stock (as quoted on Nasdaq) on the date immediately prior to the date of the Repurchase. In the event of a Repurchase in lieu of the Block Sale, culminating in Hiscock receiving Six Hundred Eighty Thousand Dollars ($680,000.00) in stock proceeds, AHI shall be under no further obligation to arrange for the Block Sale. In all events, whether by Block Sale, a Repurchase or any combination of the two, Hiscock shall receive stock proceeds in the amount of Six Hundred Eighty Thousand Dollars ($680,000) no
later than twenty-eight (28) days after the Effective Date of this Agreement AND after Hiscock delivers to Alphatec, care of its General Counsel, Ebun Garner, stock certificates in negotiable form and all documentation reasonably necessary to effectuate the Block Sale.
c. Any and all fees and expenses incurred in connection with the Block Sale or a Repurchase, including brokerage fees and commissions and the cost of counsel to render a legal opinion with respect to the Block Sale, shall be the obligation of and paid by AHI.
d. Hiscock shall cooperate with the Block Sale. Without limiting the generality of the foregoing, Hiscock shall deliver to Alphatec, care of its General Counsel, Ebun Garner, all of the stock certificates for the Restricted Shares, with stock powers executed in blank. If Hiscock has lost any of his stock certificates for the Restricted Shares, then Alphatec shall reasonably cooperate with Hiscock to assist him in obtaining replacement certificates. Any and all (i) Restricted Shares not included in the Block Sale or a Repurchase and (ii) Restricted Preferred shall thereupon be cancelled, and Hiscock shall have no further rights or interests therein.
e. Upon the Effective Date, AHI shall release the Investment Shares and the Open Market Shares from any and all contractual restrictions imposed on those shares by Alphatec pursuant to a Lock-Up Agreement or similar agreement.
f. Hiscock expressly acknowledges and agrees that he is not relying on any tax advice from Alphatec with respect to the Block Sale, a Repurchase or any combination thereof, or with respect to the transaction(s) addressed in clauses a, b and c of this paragraph 2, and that he is solely responsible for any and all tax liabilities with respect thereto.
3. Mutual Release .
a. In exchange for the promises described above, including but not limited to the transaction(s) addressed in clauses a, b and c of paragraph 2 above, and in consideration of all of the
terms and conditions of this Agreement, the Parties hereto mutually hereby and forever release and discharge each other and (as applicable) their successors, subsidiaries, parents, predecessors, affiliates, divisions, employees, owners, officers, directors, assigns, agents, representatives, shareholders, insurers and attorneys, from any and all causes of action, actions, judgments, liens, damages, losses, claims, liabilities and demands whatsoever, whether known or unknown, which they ever had, now have, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause, effect or thing of any kind whatsoever, occurring prior to the date of execution of this Agreement, including, but not limited to, the Termination, or any act, transaction, practice or conduct or effect (a) which was alleged or asserted, or which might have been alleged or asserted, in the course of negotiating the terms of the Termination; or (b) which arises out of, or relates in any manner to, Hiscock’s employment with Alphatec, the Employment Agreement or the Termination, including, but not limited to, any claims for: breach of contract, fraud, negligence, conversion, misappropriation, retaliation, emotional distress, breach of the implied covenant of good faith and fair dealing, defamation, discrimination or harassment under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, (the “ADA”), the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act, as amended, (the “OWBPA”), the Worker Adjustment and Retraining Notification Act, the Federal and California Family Medical Leave Acts, the California Fair Employment and Housing Act, as amended, the California Constitution, the Employee Retirement Income Securities Act, as amended, the Fair Labor Standards Act, as amended, and any analogous California or laws or any other federal, state or local statute, ordinance, or regulation, including the California Labor Code, or any other claim, whether at common law or statutory. It is expressly agreed and understood that this Agreement is a general release as to all matters occurring or arising before the Effective Date, including but not limited to claims for any additional shares, commissions, stock, bonuses, wages, severance or other benefits from Alphatec.
b. Notwithstanding anything to the contrary in this paragraph 3 or in this Agreement, or which could be construed to the contrary, Hiscock expressly does not release any rights or causes of action, actions, judgments, liens, damages, losses, claims, liabilities and demands whatsoever, that he had or now has or hereafter can, shall or may have, whether fixed or contingent, liquidated or unliquidated, or in the future may have, which relate to: (1) all rights, entitlements, privileges and benefits expressly created or preserved by this Agreement, including but not limited to the Investment Shares and the Open Market Shares, (2) all defense, indemnity, contribution and hold harmless rights, entitlements, privileges and benefits to which Hiscock is entitled under (a) common law, (b) any Alphatec bylaws or other governing corporate documents, or (c) any of Alphatec’s insurance or indemnity policies including those covering present and former employees, officers and/or directors, all including without limitation, with respect to claims, actions or suits by others against Hiscock in his former status as an employee, officer or director of Alphatec.
4. Unknown Claims, Waiver of California Civil Code § 1542 . The Parties understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present, or future, arising from or attributable to any conduct of the other party and (as applicable) their successors, subsidiaries, parents, predecessors, affiliates, and divisions, and (as applicable) their shareholders, owners, employees, officers, directors, assigns, agents, representatives and attorneys, whether set forth in any pleading or demand referred to herein or not, including but not limited to any workers’ compensation claims, and that any and all rights granted to the Parties under section 1542 of the California Civil Code or any analogous state law or federal law or regulation, are hereby expressly WAIVED. Said section 1542 of the California Civil Code reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
5. No Further Action . The Parties represent that they have filed no charges, claims or complaints of any kind against the other Party. The Parties further agree and covenant not to file any grievances, claims, complaints or lawsuits against any of the persons or entities released in paragraphs 3 and 4 herein, based upon any matters released in those paragraphs.
6. Waiver of Administrative Claims . The Parties acknowledges that the execution of this Agreement shall have the legal effect of withdrawing any charges or complaints the Parties may have filed with any federal, state or local agency regarding any and all alleged wrongful conduct by persons or entities released herein occurring prior to the date of the execution of this Agreement.
7. Cooperation . Hiscock agrees that with respect to any existing or future litigation, arbitration or legal dispute (“Third Party Dispute”) involving Alphatec and a third party with whom Hiscock had any connection whatsoever during the time of his employment with Alphatec or involving any third party having a contractual relationship with Alphatec, including but not limited to any Alphatec employee or ex-employee, customer, vendor, broker, bank, or competitor, Hiscock will reasonably cooperate with Alphatec in the defense or prosecution of that Third Party Dispute. Reasonable cooperation shall include, without limitation, providing testimony, providing assistance and information to outside counsel representing Alphatec, and providing assistance to authorized Alphatec representatives and outside counsel in preparation for trial, hearing, arbitration or any other proceeding. Hiscock understands and agrees that he may be required to travel as part of this duty of reasonable cooperation. Hiscock further agrees and covenants that he shall cooperate with Alphatec
in responding to any unresolved or open questions or business concerns arising out of or relating to Hiscock’s business relationship with Alphatec, and that such cooperation shall not be unreasonably withheld or delayed. In connection with any and all of the foregoing, Alphatec shall reimburse Hiscock for all of his reasonable expenses (it being understood that such expenses shall be approved by Alphatec in advance), and Alphatec and Hiscock shall mutually determine a commercially reasonable per diem or hourly compensation to reimburse Hiscock for his time. The generality of the foregoing notwithstanding, the payment obligation set forth in the preceding sentence shall not apply to any complaint or employment claim by Bob Lynn or any other Third Party Dispute in which Hiscock is a party or a subpoenaed witness. Under such circumstances, however, Alphatec shall still reimburse Hiscock for any reasonable expenses it approves in advance that Hiscock incurs as part of his duty of cooperation.
a. The Parties agree that they will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame or disparage the personal or business reputation, practices or conduct of the Parties including, if applicable, their shareholders, owners, employees, directors, officers, representatives and attorneys. The Parties acknowledge and agree that the disparagement prohibition herein extends to statements, written or verbal, as well as any Alphatec documents and information made or delivered to anyone, including but not limited to the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, banks, investment banks, vendors, employees and customers.
b. Hiscock covenants that upon receipt by Hiscock of the stock proceeds of Six Hundred Eighty Thousand Dollars ($680,000.00) referenced in paragraph 2 above, he and all of his agents, representatives and attorneys will return to Alphatec’s General Counsel, and retain no copies of, each
and every confidential or proprietary document, file, report and similar instrument, including all emails, that came into his possession during the course of his employment at Alphatec, with a written certification that all such materials have been so returned. Nothing in this paragraph, however, shall be deemed to require Hiscock or his counsel to return any such document, file, report and similar instrument which constitutes or includes attorney-client privileged information and/or attorney work product, which shall either be destroyed by Hiscock’s counsel or shall remain solely in the possession of Hiscock’s counsel, and not Hiscock.
9. No Future Employment with Alphatec . In exchange for the promises described above, Hiscock and Alphatec acknowledge and agree that Hiscock will not, at any future time, apply for any position with Alphatec, or any of its affiliates, subsidiaries, divisions or parent companies that may then exist, and that in accordance with this Agreement, Alphatec has no obligation to consider such application or hire Hiscock. Hiscock agrees this forbearance to seek future employment is purely contractual and is in no way involuntary, discriminatory or retaliatory.