Common use of Executive General Release of the Released Parties Clause in Contracts

Executive General Release of the Released Parties. In consideration of the payments and benefits set forth in Section 4 below and Employer’s agreement to engage Executive as an independent contractor under the Consulting Agreement (as defined below in Section 5), Executive hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that Executive may have against any of the Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Separation Agreement to Employer. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, commissions, fees, bonuses, unvested stock options, vacation pay, sick pay, fees and costs, attorneys fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement (including, without limitation, the Employment Agreement), offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New York or any other state and the United States, including, but not limited to, federal and state wage and hour laws (to the extent waiveable), federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act, the Xxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the New York State Human Rights Laws and the New York City Human Rights Laws, as each may be amended from time to time, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. This Section 2 releases all Claims including those of which Executive is not aware and those not mentioned in this Separation Agreement. Executive specifically releases any and all Claims arising out of Executive’s employment with Employer or termination therefrom. Executive expressly acknowledges and agrees that, by entering into this Separation Agreement, Executive is releasing and waiving any and all Claims, including, without limitation, Claims that Executive may have arising under ADEA, which have arisen on or before the date of Executive’s execution and delivery of this Separation Agreement to Employer.

Executive General Release of the Released Parties. In consideration of the payments promises and benefits covenants made in the Transition Agreement, including but not limited to, the Severance Payment and RSU Payment set forth in Section 4 below and Employer’s agreement to engage Executive as an independent contractor under 7 of the Consulting Agreement (as defined below in Section 5)Transition Agreement, Executive (on his own behalf and on behalf of his heirs, executors, administrators, trustees, legal representatives, successors and assigns) hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that Executive may have against any of the Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Separation Agreement Release to Employer. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, commissions, fees, bonuses, unvested stock options, vacation pay, sick pay, fees and costs, attorneys attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement (including, without limitation, the Employment Agreement), offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State States of New York York, Delaware or any other state and the United States, including, but not limited to, federal and state wage and hour laws (to the extent waiveable), federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Executive Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act, the Xxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the New York State Human Rights Laws and Laws, the New York City Human Rights Laws, the Delaware Discrimination in Employment Law, and the Delaware Handicapped Persons Employment Protections Act, as each may be amended from time to time, whether arising directly or indirectly from any act or omission, whether intentional or unintentional; provided, however, “Claims” shall not include claims to payments, benefits and other rights specifically provided to Executive pursuant to the terms of the Transition Agreement. This Section 2 1 releases all Claims including those of which Executive is not aware and those not mentioned in this Separation AgreementRelease. Executive specifically releases any and all Claims arising out of the Employment Agreement or the termination thereof and Executive’s employment with Employer or termination therefrom. Executive expressly acknowledges and agrees that, by entering into this Separation AgreementRelease, Executive is releasing and waiving any and all Claims, including, without limitation, Claims that Executive may have arising under ADEA, which have arisen on or before the date of Executive’s execution and delivery of this Separation Agreement Release to Employer. Executive hereby forfeits, waives and agrees to extinguish any rights he may have with respect to stock options, restricted stock units or other equity incentive compensation that may have been awarded to Executive by Employer, including without limitation the award of options to purchase 260,000 shares of common stock granted on May 15, 2013 pursuant to a Stock Option Award Agreement and the award of 110,000 restricted share units pursuant to a Restricted Share Unit Award Agreement attached to the Employment Agreement (and as yet not effective). It is understood and agreed that the foregoing general release of Claims does not waive any of the following rights of Executive: (v) to enforce the terms of this Release and the Transition Agreement; (w) to pursue Claims that may arise after the date that Executive executes and delivers this Release to Employer; (x) to pursue compulsory counterclaims and defenses directly related to Claims that Executive has not waived pursuant to this Release; (y) to pursue Claims which Executive may not release pursuant to applicable laws and regulations; and (z) to enforce his rights to directors’ and officers’ indemnification pursuant to Employer’s charter document or Executive’s Directors and Officers Indemnity Agreement dated July 11, 2013.

Executive General Release of the Released Parties. In consideration of the payments and benefits set forth in Section 4 below and Employer’s agreement to engage Executive as an independent contractor under the Consulting Agreement (as defined below in Section 5)6, Executive hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that Executive may have against any of the Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Separation Agreement to EmployerMatinas. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, commissions, fees, bonuses, unvested stock options, vacation pay, sick pay, fees and costs, attorneys fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement (including, without limitation, the Employment Agreement)agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New York Jersey or any other state and the United States, including, but not limited to, federal and state wage and hour laws (to the extent waiveable), federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Xxxxx Lxxxx Xxxxxxxxx Fair Pay Act of 2009, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act, the XxxxxxxxFair Labor Standards Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the New York State Human Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Laws Act, the New Jersey Conscientious Employee Protection Act and the New York City Human Rights LawsJersey False Claims Act, as each may be amended from time to time, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. This Section 2 3 releases all Claims including those of which Executive is not aware and those not mentioned in this Separation Agreement. Executive specifically releases any and all Claims arising out of Executive’s employment with Employer Matinas or termination therefrom. Executive expressly acknowledges and agrees that, by entering into this Separation Agreement, Executive is releasing and waiving any and all Claims, including, without limitation, Claims that Executive may have arising under ADEA, which have arisen on or before the date of Executive’s execution and delivery of this Separation Agreement to EmployerMatinas.