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December 2, 2019
Page 4 of 6
Notwithstanding anything contained in this Agreement to the contrary, nothing contained herein shall constitute a release by any Executive Releaser of any of his, her or its rights or remedies available to him, her or it, at law or in equity, related to, on account of, in connection with or in any way pertaining to the enforcement of: (i) any right to indemnification, advancement of legal fees or directors and officers liability insurance coverage existing under the constituent documents of the Group or applicable state corporate, limited liability company and partnership statutes or pursuant to any agreement, plan or arrangement; (ii) any rights to the receipt of employee benefits which vested on or prior to the date of this Agreement; (iii) the right to continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act; or (iv) this release of claims and waiver (the General Release) or any of its terms or conditions.
Excluded from this General Release are any claims that cannot be waived by applicable law, including but not limited to the right to participate in an investigation conducted by certain government agencies. You do, however, waive your right to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission) pursue any claims on your behalf. You represent and warrant that you have not filed any complaint, charge, or lawsuit against the Employer Releasees with any government agency or any court. Nothing in this Agreement shall impair your rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit your right to receive an award for information provided to any government authority under such law or regulation.
You agree never to seek personal recovery from any Employer Releasee in any forum for any claim covered by the above waiver and release language, except that you may bring a claim under the ADEA to challenge this General Release. If you violate this General Release by suing an Employer Releasee (excluding any claim by you under the ADEA or as otherwise set forth above), then you shall be liable to the Employer Releasee so sued for such Employer Releasees reasonable attorneys fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any partys belief that your waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.
The Employer Releasees do hereby release, waive, and forever discharge you, your heirs, personal representatives and assigns, and any and all other persons or entities that are now or may become liable to any Employer Releasee due to your act or omission (all of whom are collectively referred to as Executive Releasees), from, and do fully waive any obligations of Executive Releasees to Employer Releasees for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, that the Employer Releasees, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement except for any willful and knowing act or omission by you that: (i) constitutes a felony under the laws of the United States or any state or political subdivision thereof; (ii) is a material violation of laws, rules or regulations applicable to banks, investment banks, broker-dealers, investment advisors or the banking, commodities, futures or securities industries generally; (iii) constitutes a breach of fiduciary duty, gross negligence or willful misconduct; (iv) materially violates any applicable Group policy or procedure, except to the extent amended or made inapplicable by this Agreement, and which is materially detrimental to the business, reputation, character or standing of any Group entity; (v) involves an act of fraud, a material act of dishonesty or a material misrepresentation; (vi) constitutes a material conflict of interest or material self-dealing; or (vii) would make you or any Executive Releasee ineligible for, or disqualify you or any Executive Releasee from, indemnification, advancement of legal fees or directors and officers liability insurance coverage existing under the constituent documents of the Group or applicable state corporate, limited liability company and partnership statutes or pursuant to any agreement, plan or arrangement.
Each party agrees that neither the foregoing General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by any party of any improper or unlawful conduct.