Common use of General Release and Forbearance Agreement Clause in Contracts

General Release and Forbearance Agreement. (i) Except as provided in Section 4(a)(ii) hereof, Executive releases and discharges the Company, Affiliates, their respective officers, directors, employees, agents, stockholders, and all employee benefit plans sponsored by the Company (the “Released Parties”), from any and all debts, demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities and expenses (including attorneys’ fees and costs) whatsoever of any name or nature, both in law and in equity (“Claims”) which he had, now has or hereafter may have, based on any act or omission which occurred through the Effective Date, other than those described in Section 4(a)(ii) hereof (the “Released Claims”). Without limiting the generality of the foregoing, this general release covers all Claims arising out of or related to Executive’s employment with the Company, the termination of his employment, the Employment Agreement, and/or any other relationship of any kind between Executive and a Released Party, including, without limitation, (A) Claims for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock or stock options, the breach of any oral or written contract or promise, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, and medical, disability or other leave; (B) Claims arising out of, based on, or connected with Executive’s employment by the Company, including, without limitation, the terms and conditions of employment, or with his service as a director of the Company, and the termination of that employment or service, including, without limitation, Claims arising under Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, and any other Claims alleging retaliation of any nature; (C) for alleged securities violations by the Company, including, without limitation, in any way related to the exercise or payment of equity awards granted to Executive; and/or (D) for unlawful employment discrimination of any kind, including, without limitation, discrimination due to age, sex, disability or handicap, including, without limitation, failure to offer reasonable accommodations, race, color, religion, sexual orientation, national origin, or sexual or other unlawful harassment arising under or based on any local, state or federal equal employment opportunity, anti-discrimination or similar law, policy, order, regulation or guidelines affecting or relating to Claims or rights of employees. This general release is agreed to without reliance upon any statement or representation by the Company. (ii) Notwithstanding Section 4(a)(i) hereof, this general release does not cover any Claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company pursuant to the Bank’s charter or bylaws or Bancorp’s charter or bylaws to the extent that Executive is entitled thereto, (B) directors and officers insurance rights to which Executive may be entitled, (C) rights to contribution to which Executive may be entitled, (D) rights that Executive has in his capacity as an equityholder of Bancorp, (E) rights under this Agreement, including in respect of Severance, or (F) rights to any vested benefits under the Bay Bank, F.S.B. 401(k) Savings Plan and Trust or the Equity Plans (collectively, the “Excluded Claims”). (iii) Executive represents and warrants that he has not sued or filed any Claim against the Company or any of the other Released Parties in or with any local, state or federal court or administrative agency. Executive will not xxx or bring any Released Claim against the Company or any of the other Released Parties with respect to any matters arising out of or relating to his employment or service with the Company, or any Released Claims that, as a matter of law, cannot be released, such as under workers’ compensation, for unemployment benefits or any Released Claims related to the Company’s future involvement with, if any, Executive’s retirement plans with the Company. In the event that Executive, on his behalf, sues or brings any Released Claim against the Company or any of the other Released Parties in respect of any of the foregoing matters, that suit or Released Claim shall be dismissed, if permitted by law, upon presentation of this Agreement and Executive will reimburse the Company for all legal fees and expenses incurred in defending such suit or Released Claim and obtaining its dismissal. Notwithstanding anything to the contrary contained in this Section 4, nothing in this Agreement shall preclude Executive from filing a charge or complaint of discrimination with the Equal Employment Opportunity Commission or any other administrative agency or from participating or cooperating in any investigation or proceeding with respect to discrimination conducted by any of such agencies. However, in the event that such a charge or complaint is filed with any administrative agency by Executive, or in the event of an authorized investigation, charge or lawsuit filed by any administrative agency, Executive hereby expressly waives, and shall not accept, any monetary award, damages, costs or attorneys’ fees or release of any sort against the Company or any of the other Released Parties.

General Release and Forbearance Agreement. (i) Except as provided in Section 4(a)(ii) hereof, Executive releases and discharges the Company, Affiliates, their respective and its officers, directors, employees, agents, stockholders, stockholders and all employee benefit plans sponsored by the Company (the “Released Parties”), from any and all debts, demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities and expenses (including attorneys’ fees and costs) whatsoever of any name or nature, both in law and in equity (“Claims”) Claims which he had, now has or hereafter may have, based on any act or omission which occurred through the Effective Date, other than those described in Section 4(a)(ii) hereof Date (the “Released Claims”). Without limiting the generality of the foregoing, this general release covers all Claims Claims, other than those described in Section 4(a)(ii) hereof, arising out of or related to Executive’s employment with the Company, the termination of his employment, the Employment Agreement, and/or any other relationship of any kind between Executive and a Released Party, including, without limitation, (A) Claims for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock or stock optionsbut not limited to, the breach of any oral or written New York State Human Rights Law, the New York Retaliatory Action by Employers Law, the New York City Human Relations Law and Claims under all other employment and employment discrimination laws, tort Claims, contract or promise, misrepresentation, defamationClaims, and interference with prospective economic advantageClaims under all federal, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealingstate, and medical, disability or other leave; (B) Claims arising out of, based on, or connected with Executive’s employment by the Company, including, without limitation, the terms and conditions of employment, or with his service as a director of the Company, and the termination of that employment or service, including, without limitation, Claims arising under Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, and any other Claims alleging retaliation of any nature; (C) for alleged securities violations by the Company, including, without limitation, in any way related to the exercise or payment of equity awards granted to Executive; and/or (D) for unlawful employment discrimination of any kind, including, without limitation, discrimination due to age, sex, disability or handicap, including, without limitation, failure to offer reasonable accommodations, race, color, religion, sexual orientation, national origin, or sexual or other unlawful harassment arising under or based on any local, state or federal equal employment opportunity, anti-discrimination or similar law, policy, order, regulation or guidelines affecting or relating to Claims or rights of employeeslocal laws. This general release is agreed to without reliance upon any statement or representation by the Company. (ii) Notwithstanding Section 4(a)(i) hereof, this general release does not cover any Claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company pursuant to the Bank’s charter or bylaws or Bancorp’s charter or bylaws Third Amended and Restated Certificate of Incorporation, as corrected to date, and Bylaws of CBS, the LLC Agreement, and the Employment Agreement to the extent that Executive is entitled thereto, (B) directors and officers insurance rights to which Executive may be entitled, (C) rights to contribution to which Executive may be entitled, (D) rights that Executive has in his capacity as an equityholder of BancorpCBS or Crumbs, (E) rights under this Agreement, including in respect of Severance, or (F) rights to any vested benefits under the Bay Bank, F.S.B. 401(k) Savings Plan and Trust or the Equity Plans (collectively, the “Excluded Claims”)employee benefits. (iii) Executive represents and warrants that he has not sued or filed any Claim against the Company or any of the other Released Parties in or with any local, state or federal court or administrative agency. Executive will not xxx file or bring maintain any Released Claim against the Company suit (or otherwise seek or accept any compensation, benefit, or other remedy of the other Released Parties with respect to any matters kind in any non-judicial forum or in any court) arising out of or relating to his employment or service with the Company, or any Released Claims that, as a matter of law, cannot be released, such as under workers’ compensation, for unemployment benefits or any Released Claims related to the Company’s future involvement with, if any, Executive’s retirement plans with the Company. In the event that Executive, on his behalf, sues or brings any Released Claim against the Company or any of the other Released Parties in respect of any of the foregoing matters, that suit or Released Claim shall be dismissed, if permitted by law, upon presentation of this Agreement and Executive will reimburse the Company for all legal fees and expenses incurred in defending such suit or Released Claim and obtaining its dismissal. Notwithstanding anything to the contrary contained in this Section 4, nothing in this Agreement shall preclude Executive from filing a charge or complaint of discrimination with the Equal Employment Opportunity Commission or any other administrative agency or from participating or cooperating in any investigation or proceeding with respect to discrimination conducted by any of such agencies. However, in the event that such a charge or complaint is filed with any administrative agency by Executive, or in the event of an authorized investigation, charge or lawsuit filed by any administrative agency, Executive hereby expressly waives, and shall not accept, any monetary award, damages, costs or attorneys’ fees or release of any sort against the Company or any of the other Released PartiesClaims.

General Release and Forbearance Agreement. (i) Except as provided in Section 4(a)(ii) hereof, the Executive releases and discharges the Company, its Affiliates, their respective officers, directors, employees, agents, stockholders, and all employee benefit plans sponsored by the Company and its Affiliates (the “Released Parties”), from any and all debts, demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities and expenses (including attorneys’ fees and costs) whatsoever of any name or nature, both in law and in equity (“Claims”) which that he had, now has or hereafter may have, based on any act or omission which occurred through the Effective Date, other than those described in Section 4(a)(ii) hereof (the “Released Claims”). Without limiting the generality of the foregoing, this general release covers all Claims arising out of or related to the Executive’s employment with the CompanyCompany and its Affiliates, the termination Termination of his employment, the Employment AgreementEmployment, and/or any other relationship of any kind between the Executive and a Released Party, including, without limitation, (A) Claims for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock or stock options, the breach of any oral or written contract or promise, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, and medical, disability or other leave; (B) Claims arising out of, based on, or connected with the Executive’s employment by or other service with the CompanyCompany and its Affiliates, including, without limitation, the terms and conditions of employment, employment or with his service as a director of the Companyservice, and the termination of that employment or service, including, without limitation, Claims arising under Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, and any other Claims alleging retaliation of any nature; (C) for alleged securities violations by the Company, including, without limitation, in any way related to the exercise or payment of equity awards granted to the Executive; and/or (D) for unlawful employment discrimination of any kind, including, without limitation, discrimination due to age, sex, disability or handicap, including, without limitation, failure to offer reasonable accommodations, race, color, religion, sexual orientation, national origin, or sexual or other unlawful harassment arising under or based on any local, state or federal equal employment opportunity, anti-discrimination or similar law, policy, order, regulation or guidelines affecting or relating to Claims or rights of employees. This general release is agreed to without reliance upon any statement or representation by the Company. (ii) Notwithstanding Section 4(a)(i) hereof, this general release does not cover any Claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company pursuant to the Bank’s charter or bylaws or BancorpCompany’s charter or bylaws to the extent that the Executive is entitled thereto, (B) directors and officers insurance rights to which the Executive may be entitled, (C) rights to contribution to which the Executive may be entitled, (D) rights that the Executive has in his capacity as an equityholder of Bancorpthe Company, (E) rights under the Change in Control Agreement and this Agreement, including in respect of Severance, or (F) rights to any vested benefits under any equity compensation plan or employee benefit or pension plan or arrangement of, or sponsored by, the Bay Bank, F.S.B. 401(k) Savings Plan and Trust or the Equity Plans Company (collectively, the “Excluded Claims”). (iii) The Executive represents and warrants that he has not sued or filed any Claim against the Company or any of the other Released Parties in or with any local, state or federal court or administrative agency. The Executive will not xxx or bring any Released Claim against the Company or any of the other Released Parties with respect to any matters arising out of or relating to his employment or service with the Company, or any Released Claims that, as a matter of law, cannot be released, such as under workers’ compensation, for unemployment benefits or any Released Claims related to the Company’s future involvement with, if any, the Executive’s retirement plans with the Company. In the event that the Executive, on his behalf, sues or brings any Released Claim against the Company or any of the other Released Parties in respect of any of the foregoing matters, that suit or Released Claim shall be dismissed, if permitted by law, upon presentation of this Agreement and the Executive will reimburse the Company for all legal fees and expenses incurred in defending such suit or Released Claim and obtaining its dismissal. Notwithstanding anything to the contrary contained in this Section 4, nothing in this Agreement shall preclude the Executive from filing a charge or complaint of discrimination with the Equal Employment Opportunity Commission or any other administrative agency or from participating or cooperating in any investigation or proceeding with respect to discrimination conducted by any of such agencies. However, in the event that such a charge or complaint is filed with any administrative agency by the Executive, or in the event of an authorized investigation, charge or lawsuit filed by any administrative agency, the Executive hereby expressly waives, and shall not accept, any monetary award, damages, costs or attorneys’ fees or release of any sort against the Company or any of the other Released Parties.

General Release and Forbearance Agreement. (i) Except as provided in Section 4(a)(ii) hereof, Executive Employee releases and discharges the CompanyEmployer, Affiliates, their respective officers, directors, employees, agents, stockholders, and all employee benefit plans sponsored by the Company Employer (the “Released Parties”), from any and all debts, demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities and expenses (including attorneys’ fees and costs) whatsoever of any name or nature, both in law and in equity (“Claims”) which he had, now has or hereafter may have, based on any act or omission which occurred through the Effective Date, other than those described in Section 4(a)(ii) hereof (the “Released Claims”). Without limiting the generality of the foregoing, this general release covers all Claims arising out of or related to ExecutiveEmployee’s employment with the CompanyEmployer, the termination of his employment, the Employment Agreement, and/or any other relationship of any kind between Executive Employee and a Released Party, including, without limitation, (A) Claims for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock or stock options, the breach of any oral or written contract or promise, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, and medical, disability or other leave; (B) Claims arising out of, based on, or connected with ExecutiveEmployee’s employment by the CompanyEmployer, including, without limitation, the terms and conditions of employment, or with his service as a director of the CompanyEmployer, and the termination of that employment or service, including, without limitation, Claims arising under Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, and any other Claims alleging retaliation of any nature; (C) for alleged securities violations by the CompanyEmployer, including, without limitation, in any way related to the exercise or payment of equity awards granted to ExecutiveEmployee; and/or (D) for unlawful employment discrimination of any kind, including, without limitation, discrimination due to age, sex, disability or handicap, including, without limitation, failure to offer reasonable accommodations, race, color, religion, sexual orientation, national origin, or sexual or other unlawful harassment arising under or based on any local, state or federal equal employment opportunity, anti-discrimination or similar law, policy, order, regulation or guidelines affecting or relating to Claims or rights of employees. This general release is agreed to without reliance upon any statement or representation by the CompanyEmployer. (ii) Notwithstanding Section 4(a)(i) hereof, this general release does not cover any Claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company Employer pursuant to the Bank’s charter or bylaws or BancorpParent’s charter or bylaws to the extent that Executive Employee is entitled thereto, (B) directors and officers insurance rights to which Executive Employee may be entitled, (C) rights to contribution to which Executive Employee may be entitled, (D) rights that Executive Employee has in his capacity as an equityholder of BancorpParent, (E) rights under this Agreement, including in respect of Severance, or (F) rights to any vested benefits under the Bay Bank, F.S.B. FSB 401(k) Savings Plan and Trust or the Equity Plans (collectively, the “Excluded Claims”). (iii) Executive Employee represents and warrants that he has not sued or filed any Claim against the Company Employer or any of the other Released Parties in or with any local, state or federal court or administrative agency. Executive Employee will not xxx or bring any Released Claim against the Company Employer or any of the other Released Parties with respect to any matters arising out of or relating to his employment or service with the CompanyEmployer, or any Released Claims that, as a matter of law, cannot be released, such as under workers’ compensation, for unemployment benefits or any Released Claims related to the CompanyEmployer’s future involvement with, if any, ExecutiveEmployee’s retirement plans with the CompanyEmployer. In the event that ExecutiveEmployee, on his behalf, sues or brings any Released Claim against the Company Employer or any of the other Released Parties in respect of any of the foregoing matters, that suit or Released Claim shall be dismissed, if permitted by law, upon presentation of this Agreement and Executive Employee will reimburse the Company Employer for all legal fees and expenses incurred in defending such suit or Released Claim and obtaining its dismissal. Notwithstanding anything to the contrary contained in this Section 4, nothing in this Agreement shall preclude Executive Employee from filing a charge or complaint of discrimination with the Equal Employment Opportunity Commission or any other administrative agency or from participating or cooperating in any investigation or proceeding with respect to discrimination conducted by any of such agencies. However, in the event that such a charge or complaint is filed with any administrative agency by ExecutiveEmployee, or in the event of an authorized investigation, charge or lawsuit filed by any administrative agency, Executive Employee hereby expressly waives, and shall not accept, any monetary award, damages, costs or attorneys’ fees or release of any sort against the Company Employer or any of the other Released Parties.