PCH » Topics » GENERAL RELEASE

These excerpts taken from the PCH 10-K filed Mar 2, 2009.

GENERAL RELEASE

This General Release (“Release”) is executed and delivered by MICHAEL J. COVEY (“Employee”) to and for the benefit of POTLATCH CORPORATION, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of Potlatch Corporation (collectively, “Company”).

In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into as February 6, 2006, between the Employee and the Company (the “Agreement”), the sufficiency of which Employee hereby acknowledges, Employee hereby agrees not to sue and fully, finally, completely and generally releases, absolves and discharges Company, its predecessors, successors, subsidiaries, parents, related companies and business concerns, affiliates, partners, trustees, directors, officers, agents, attorneys, servants, representatives and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, arbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, profit sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them through the date Employee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way connected to Employee’s employment with or separation of employment from Company including any Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, discrimination in employment, any and all acts or omissions in contravention of any federal or state laws or statutes (including, but not limited to, federal or state securities laws, any deceptive trades practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or the Company, all as amended, whether such claim be based upon an action filed by Employee or by a governmental agency.

Notwithstanding the foregoing, nothing herein shall release (i) the Company of its severance and post-termination obligations to Employee under the Agreement, (ii) any other contractual obligations of the Company or any of the other Released Parties to Executive contained in one or more written agreement with Employee, subject to the terms and conditions of such agreements, (iii) any rights or claims that Employee may have in his capacity as a shareholder of the Company, or (iv) any vested rights that Employee may have under the


Company’s benefit plans, subject to the terms and conditions of such plans. Nothing in this Agreement releases, waives or otherwise affects Employee’s rights pertaining to advancement and/or indemnification pursuant to applicable law and the Company’s Certificate of Incorporation and Bylaws, or Employee’s reimbursement under any applicable directors and officers liability insurance policy, subject to the terms and conditions thereof.

Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release.

It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified, and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

If any provision of this Release or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Release which can be given effect without the invalid provision or application. To this end, the provisions of this Release are severable.

Employee represents and warrants that Employee has not heretofore assigned or transferred or purported to assign or transfer to any person, firm or corporation any claim, demand, right, damage, liability, debt, account, action, cause of action, or any other matter herein released.

Employee represents that he is not aware of any claims other than the claims that are released by this instrument. Employee agrees to waive any rights he may have under any statute or common law principle which prevents the waiver of claims which the waiving individual 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 other party.

GENERAL RELEASE

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">This General Release (“Release”) is executed and delivered by MICHAEL J. COVEY (“Employee”) to and for the benefit of
POTLATCH CORPORATION, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of Potlatch Corporation (collectively, “Company”).

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment
Agreement entered into as February 6, 2006, between the Employee and the Company (the “Agreement”), the sufficiency of which Employee hereby acknowledges, Employee hereby agrees not to sue and fully, finally, completely and generally
releases, absolves and discharges Company, its predecessors, successors, subsidiaries, parents, related companies and business concerns, affiliates, partners, trustees, directors, officers, agents, attorneys, servants, representatives and employees,
past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, arbitrations, unfair labor
practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, profit sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities of whatever kind
or nature in law, equity or otherwise, whether known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them through the date Employee executes this Release (“Claims”),
including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way connected to Employee’s employment with or separation of employment from Company including any
Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, discrimination in employment, any and all acts or omissions in contravention of any federal or state laws or statutes (including,
but not limited to, federal or state securities laws, any deceptive trades practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on state or federal age, sex,
pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or the Company, all as
amended, whether such claim be based upon an action filed by Employee or by a governmental agency.

Notwithstanding the foregoing, nothing
herein shall release (i) the Company of its severance and post-termination obligations to Employee under the Agreement, (ii) any other contractual obligations of the Company or any of the other Released Parties to Executive contained in
one or more written agreement with Employee, subject to the terms and conditions of such agreements, (iii) any rights or claims that Employee may have in his capacity as a shareholder of the Company, or (iv) any vested rights that Employee
may have under the








Company’s benefit plans, subject to the terms and conditions of such plans. Nothing in this Agreement releases, waives or otherwise affects
Employee’s rights pertaining to advancement and/or indemnification pursuant to applicable law and the Company’s Certificate of Incorporation and Bylaws, or Employee’s reimbursement under any applicable directors and officers liability
insurance policy, subject to the terms and conditions thereof.

Employee acknowledges and agrees that neither anything in this Release nor
the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of
action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to
unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified, and elects to assume all risks for claims that now exist in Employee’s
favor, known or unknown, that are released under this Release. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a
complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

If any provision
of this Release or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Release which can be given effect without the invalid provision or application. To this end, the provisions of this
Release are severable.

Employee represents and warrants that Employee has not heretofore assigned or transferred or purported to assign or
transfer to any person, firm or corporation any claim, demand, right, damage, liability, debt, account, action, cause of action, or any other matter herein released.

FACE="Times New Roman" SIZE="2">Employee represents that he is not aware of any claims other than the claims that are released by this instrument. Employee agrees to waive any rights he may have under any statute or common law principle which
prevents the waiver of claims which the waiving individual 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 other party.

STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center">NOTICE TO EMPLOYEE

The law requires
that Employee be advised and Company hereby advises Employee in writing to consult with an attorney and discuss this Release before executing it. Employee acknowledges Company has provided to Employee at least twenty-one (21) calendar days








(forty- five (45) calendar days, in the case of a group termination) within which to review and consider this Release before signing it.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Should Employee decide not to use the full twenty-one (21) or forty-five (45) days, as applicable, then Employee knowingly and voluntarily
waives any claims that Employee was not in fact given that period of time or did not use the entire twenty-one (21) or forty-five (45) days to consult an attorney and/or consider this Release. Employee acknowledges that Employee may revoke
this Release for up to seven (7) calendar days following Employee’s execution of this Release and that it shall not become effective or enforceable until such revocation period has expired. Employee further acknowledges and agrees that
such revocation must be in writing and delivered to Company in accordance with the terms of the Agreement and must be received by Company as so addressed not later than midnight on the seventh (7th) day following Employee’s execution of
this Release. If Employee so revokes this Release, the Release shall not be effective or enforceable and Employee will not receive the monies and benefits described above. If Employee does not revoke this Release in the time frame specified above,
the Release shall become effective at 12:00:01 A.M. on the eighth (8th) day after it is signed by Employee.

In the case of a group
termination, the law requires that Employee be provided a detailed list of the job titles and ages of all employees who were terminated in the group termination and the ages of all employees of the Company in the same job classification or
organizational unit who were not terminated. Employee acknowledges that Employee has been provided with this information.

This excerpt taken from the PCH 10-K filed Feb 24, 2006.

GENERAL RELEASE

This General Release (“Release”) is executed and delivered by MICHAEL J. COVEY (“Employee”) to and for the benefit of POTLATCH CORPORATION, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of Potlatch Corporation (collectively, “Company”).

In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into as February 6, 2006, between the Employee and the Company (the “Agreement”), the sufficiency of which Employee hereby acknowledges, Employee hereby agrees not to sue and fully, finally, completely and generally releases, absolves and discharges Company, its predecessors, successors, subsidiaries, parents, related companies and business concerns, affiliates, partners, trustees, directors, officers, agents, attorneys, servants, representatives and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, arbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, profit sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them through the date Employee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way connected to Employee’s employment with or separation of employment from Company including any Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, discrimination in employment, any and all acts or omissions in contravention of any federal or state laws or statutes (including, but not limited to, federal or state securities laws, any deceptive trades practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or the Company, all as amended, whether such claim be based upon an action filed by Employee or by a governmental agency.

Notwithstanding the foregoing, nothing herein shall release (i) the Company of its severance and post-termination obligations to Employee under the Agreement, (ii) any other contractual obligations of the Company or any of the other Released Parties to Executive contained in one or more written agreement with Employee, subject to the terms and conditions of such agreements, (iii) any rights or claims that Employee may have in his capacity as a shareholder of the Company, or (iv) any vested rights that Employee may have under the


Company’s benefit plans, subject to the terms and conditions of such plans. Nothing in this Agreement releases, waives or otherwise affects Employee’s rights pertaining to advancement and/or indemnification pursuant to applicable law and the Company’s Certificate of Incorporation and Bylaws, or Employee’s reimbursement under any applicable directors and officers liability insurance policy, subject to the terms and conditions thereof.

Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release.

It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified, and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

If any provision of this Release or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Release which can be given effect without the invalid provision or application. To this end, the provisions of this Release are severable.

Employee represents and warrants that Employee has not heretofore assigned or transferred or purported to assign or transfer to any person, firm or corporation any claim, demand, right, damage, liability, debt, account, action, cause of action, or any other matter herein released.

Employee represents that he is not aware of any claims other than the claims that are released by this instrument. Employee agrees to waive any rights he may have under any statute or common law principle which prevents the waiver of claims which the waiving individual 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 other party.

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