Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Period and Advisor Payments, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, and liabilities of every name and nature, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims of discrimination or retaliation under Massachusetts General Law c.151B; • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not affect your vested rights under the Company’s Section 401(k) plan, rights or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statute, or your rights under this Agreement.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Irobot Corp)
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Advisor Period and Advisor Paymentsthe opportunity to receive continued vesting during such time, and the Severance Amount and Benefit, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”)) that, which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful dischargedischarge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, the Age Discrimination in Employment Act and claims of discrimination or retaliation under the Massachusetts General Law c.151BFair Employment Practices Act, M.G.L. c. 151B); • under any other federal or state statute; • statute (including, without limitation, Claims under the Executive Agreement Worker Adjustment and Retraining Notification Act or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policyFair Labor Standards Act); • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether either under the Massachusetts Wage Act Act, M.G.L. c. 149, §§148-150C, or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company’s Section 401(k) plan, rights or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statute, or your rights under this Agreement or release claims that cannot be released as a matter of law. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
Appears in 1 contract
Samples: Transition and Separation Agreement (Disc Medicine, Inc.)
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Period and Advisor PaymentsSeverance Benefits described in Section 2, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, including, without limitation, its portfolio companies, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”)) that, which as of the date when you now sign this Agreement, you have, own or holdever had, or now claim to have, own and hold, have or which you at any time heretofore had, owned or held, or ever claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, had against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of through the date when you sign this Agreement. This release includes, without limitation, all Claims: • relating to your employment by and termination of the decision to terminate your employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”)retaliation, any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims Massachusetts Gen. L. ch. 151B and the Age Discrimination in Employment Act of discrimination or retaliation under Massachusetts General Law c.151B1967); • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether benefits either under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not affect your vested rights under the Company’s Section 401(k) plan, rights or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statute, or your rights under this Agreement.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Imprivata Inc)
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Period and Advisor Payments, to each of which you acknowledge you would otherwise not be entitledSeverance Benefits under the Executive Agreement, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, and liabilities of every name and nature, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge; • of breach of contract; • under or related to the Executive Agreement; • under any severance policy, plan or agreement with the Company • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEAAct, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims of discrimination or retaliation 1964; • under Massachusetts General Law c.151B; • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 Separation Agreement; Page 4 of 8 • under the Florida Civil Rights Act, Florida Whistleblower Protection Act, Florida Workers’ Compensation Law Retaliation Act, Florida Wage Discrimination Law, Florida Minimum Wage Act, Florida Equal Pay Law, Florida AIDS Act, Florida Discrimination on the Basis of Sickle Cell Trait Law, Florida OSHA, the Florida Constitution, the Florida Fair Housing Act, Miami-Dade County Code, Chapter 11A, Broward County Human Rights Act, Palm Beach County Code, Article VI, • under any other federal or state statute (including, without limitation, Claims under the WARN Act and any state or mini-WARN Act); • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not affect your vested rights under the Company’s Section 401(k) plan, ; any rights or claims you may have to indemnification and/or defense you have or might have against the Company D & O insurance under any written agreement or written insurance policy of between you and the Company, or under any applicable statute, or ; your rights under this Agreement; and any rights that are not waivable under law. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. You acknowledge and agree that except as expressly specified in this Agreement, you are not entitled to any wages, salary, vacation pay, bonuses, severance, equity or any other compensation or benefits from the Company or its affiliates.
Appears in 1 contract
Samples: Separation Agreement (Irobot Corp)
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Period and Advisor Severance Payments, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, and liabilities of every name and nature, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims of discrimination or retaliation under Massachusetts General Law c.151B; • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not affect your vested rights under the Company’s Section 401(k) plan, rights or claims to indemnification and/or defense you have or might have against Transition Agreement; Page 8 of 12 the Company under any written agreement or written policy of the Company, or under any applicable statute, or your rights under this Agreement.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Irobot Corp)
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreement, including without limitation your eligibility for the Transition Period and Advisor Severance Payments, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, and liabilities of every name and nature, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims of discrimination or retaliation under Massachusetts General Law c.151B; • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, this release shall not affect affect: your vested rights under the Company’s Section 401(k) plan, ; rights or claims to indemnification indemnification, insurance coverage and/or defense you have or might have against the Company under any written agreement or written policy of the Company, any insurance policy, or under any applicable statute, ; or your rights under this Agreement (including claims for breach of this Agreement and/or to enforce your rights under this Agreement); any rights, you may have as holder of securities of the Company (including also any rights you may have as a holder of securities of the Company (including also any rights you may have under any agreement to which you a party as a holder o the Company’s securities) (but to avoid doubt, you hereby waive any Claims that exist as of the date of this Agreement based on those rights ) ); and claims that cannot be waived as a matter of law, such as for unemployment or worker’s compensation benefits.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Irobot Corp)
Release of Your Claims. In exchange for the consideration forset forth herein, including, among other terms, your continued employment with the consideration for which you are eligible under this Agreement, including without limitation your eligibility for Company through the Transition Period and Advisor Paymentsthe opportunity to receive the Severance Pay and Benefits, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”)) that, which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of separation from employment with the Company; • of wrongful discharge; • of breach of contractcontract (including, without limitation, claims of breach of the CIC Agreement or your offer letter with the Company dated March 21, 2017); • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, and claims of discrimination or retaliation under Massachusetts General Law c.151BLaws ch. 151B); • under any other federal federal, state, or state local statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rightsvacation pay including, vacation paywithout limitation any claims under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq; • for severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under this Agreement, and provided, further, that this release does not prevent you from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Company’s Section 401(k) planEqual Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and you further waive any rights or claims to indemnification and/or defense you have any payment, benefit, attorneys’ fees or might have against the Company under other remedial relief in connection with any written agreement such charge, investigation or written policy of the Company, or under any applicable statute, or your rights under this Agreementproceeding).
Appears in 1 contract
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under payments, benefits and opportunities described in this Agreement, including without limitation your eligibility for the Transition Period and Advisor Payments, you hereby agree to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily personally release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”)) that, which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement, you have, ever had, now claim to have, or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of the decision to terminate your employment with the Company; • of wrongful discharge; • of breach of contract, including without limitation, breach of the Employment Agreement; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”)retaliation, any other Claim under the ADEA, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims the Age Discrimination in Employment Act of discrimination or retaliation under Massachusetts General Law c.151B1967 (“ADEA”)); • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefitsbenefits including, whether under without limitation, pursuant to the Massachusetts Wage Act or otherwise; • related to the TransactionAct; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company’s Section 401(k) planaffect, rights waive or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statute, or release your rights under this Agreement. Xxxxx Xxxxxx Xxxxxx August 31, 2016 You agree to cooperate reasonably with the Company (including its outside counsel) in connection with the contemplation, prosecution and defense of all phases of existing, past and future litigation about which the Company believes you may have knowledge or information, including without limitation the matter captioned In re: Certain Recombinant Factor VIII Products, USITC Investigation No. 337-TA-956, in which Repligen was served with certain non-party subpoenas and Xx. Xxxxxx provided deposition testimony as Repligen’s corporate representative. You agree to make yourself available during and outside of regular business hours for such cooperation; provided that the Company shall not utilize this paragraph to require you to make yourself available to an extent that would unreasonably interfere with any subsequent employment responsibilities that you may have. You agree to appear without the necessity of a subpoena to testify truthfully in any legal proceedings in which the Company calls you as a witness. In connection with fulfilling your obligations under this Section your pre-approved, out of pocket and reasonable expenses will be reimbursed by the Company and you will be compensated for your reasonable time spent at the rate of $200 per hour.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Repligen Corp)
Release of Your Claims. In consideration forof, among other terms, the consideration for which you are eligible under this Agreementpayments and benefits described in Section 2, including without limitation your eligibility for the Transition Period and Advisor Payments, extent to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and and/or related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders (but solely in their capacity as shareholders, managers), employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing foregoing, and except as to shareholders, in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”), which you now havethat, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment separation from service with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEAAct, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims Claims of discrimination or retaliation under Massachusetts General Law c.151BMass. Gen. Laws ch. 151B); • under any other federal or state statute; • under statute (including, but not limited to, the Executive Agreement or the Employment AgreementEmployee Retirement Income Security Act of 1974, as amended); • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights as a terminated employee as of the Separation Date under the Company’s Section 401(k) planbenefit and incentive plans and governing practices, rights including, but not limited to, your stock option, outperformance award, restricted stock, LTIP Units, operating units, deferred compensation, employee stock purchase and 401K plans or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statuteprograms, or your rights under this Agreement.. This release will also not release the following claims: (a) any claim to enforce this Agreement or for breach of this Agreement; (b) any claim for vested benefits pursuant to any Employee Retirement Income Security Act (ERISA) plan; (c) any counterclaim against any individual released in this Agreement (but not the Company) who first files any claim against you; and (d) any claim for Workers’ Compensation benefits or COBRA benefits. You agree that you shall not seek or accept damages of any nature, other equitable or legal remedies for your own benefit, attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement. Mr. E. Xxxxxxxx Xxxxxxxx February 13, 2012
Appears in 1 contract
Release of Your Claims. In consideration for, among other terms, the consideration for which you are eligible under this Agreementpayments and benefits described in Section 2, including without limitation your eligibility for the Transition Period 3 and Advisor Payments4, to each of which you acknowledge you would otherwise not be entitled, and other good and valuable consideration, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, employees, members, investors, attorneys, accountants, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, charges, complaints, obligations, promises, agreements, demands, actions, causes of action, suits, rights, costs, losses, debts, damages, damages and liabilities of every name and nature, known or unknown, suspected or unsuspected unknown (“Claim” or “Claims”)) that, which you now have, own or hold, or claim to have, own and hold, or which you at any time heretofore had, owned or held, or claimed to have had, owned or held, or which you at any time hereafter may have, own or hold, or claim to have, own or hold, against any or all of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of the decision to terminate your employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA”), any other Claim under the ADEAAct, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and claims of discrimination or retaliation under Massachusetts General Law c.151B1964); • under any other federal or state statute; • under the Executive Agreement or the Employment Agreement; • of defamation or other torts; xXxxxx.xxx iRobot Corporation | 0 Xxxxxx Xxxxx, Bedford MA 01730 | 781.430.3000 • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, other equity rights, vacation pay, severance pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; • related to the Transaction; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company’s Section 401(k) plan, rights or claims to indemnification and/or defense you have or might have against the Company under any written agreement or written policy of the Company, or under any applicable statute, plan or your rights under this Agreement, the Vested Shares or Your Stock Options. You agree that you shall not accept damages of any nature, other equitable or legal remedies for your own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement.
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