c. Your vested percentage of the shares of the Companys Common Stock subject to your Options and other outstanding options or other equity instruments will vest 100% per your employment agreement on your separation date. These options will continue to be subject to all corporate actions of the Company, such as, but not limited to, reverse stock splits.
Your participation in all other employee benefit plans of the Company will terminate on the Separation Date.
3. Release. In exchange for the Special Severance Benefit(s) offered to you under this Agreement, to which you acknowledge and agree that you are not otherwise entitled, you hereby release the Company and all of its predecessor, successor, parent, subsidiary, affiliated and related entities and all of their present, former and future directors, officers, trustees, members, attorneys, employees, shareholders, agents, fiduciaries, successors, assigns and representatives, individually and in their official capacities, and all employee benefit plans sponsored, maintained, or otherwise affiliated with the Company (collectively referred to as the Releasees) from any and all claims known or unknown, suspected or unsuspected, arising or which may have existed at any time to this date, whether in law or equity, including, but not limited to, any and all claims to future benefits vesting or arising under any employee benefit plan sponsored, maintained, or otherwise affiliated with the Company, any claims arising from any alleged violation by the Releasees of any federal, state or local statutes, ordinances or common laws, specifically including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Equal Pay Law, the Massachusetts Wage Act (including, but not limited to, claims for unpaid wages, unused vacation time, and untimely payment of wages), the Massachusetts Equal Rights Act, the Massachusetts Civil Rights Act, the Massachusetts Family and Medical Leave Act, the Massachusetts Parental Leave Act, the Massachusetts Earned Sick Time Law, the Massachusetts Privacy Statute, the Massachusetts Constitution, Massachusetts common law and any and all other federal, state, county or local ordinances, statutes or regulations, all as may be amended, and any other claim relating to or arising out of your employment with or separation from the Company.
The foregoing release does not apply to: (a) your rights to any claims as a shareholder of the Company, if applicable, that arise from events after the execution of this Agreement; or (b) your right to indemnification by the Company from any liabilities in connection with performance of your duties and responsibilities during your employment with the Company, provided that you shall have no such right to indemnification on account of (i) acts or omissions by you finally adjudged to be intentional misconduct, gross negligence, fraud, or violation of law, or (ii) any transaction with respect to which it is finally adjudged that you personally received a benefit in money, property, or services to which you were not legally entitled.
4. Covenant Not to Sue. You covenant not to sue the Releasees with respect to any of the claims covered by the foregoing release, provided, however, that this covenant shall not apply to a claim regarding the validity of this release under the Age Discrimination in Employment Act and provided further that bringing a claim regarding the validity of this release under the Age Discrimination in Employment Act would not constitute a breach of this Agreement. You agree that neither you nor any of your heirs, executors, administrators, representatives, or assigns have asserted or will assert in any forum any of the claims described in the foregoing release, except that you may file a charge with an administrative agency or as otherwise permitted by law. This paragraph applies to the extent permitted by law and, in the event any charge or claim is permitted by law, you expressly waive your right to receive any relief, recovery and/or damages as a result of any such charge or claim. Notwithstanding anything herein to the contrary, Agreement is not intended to, and does not, govern any claims that cannot be released by private agreement.
5. Employee Acknowledgements.
a. By signing this Agreement, you acknowledge and agree that you have been paid all wages due and owing to you from the Company, including, but not limited to, all accrued but unused vacation time. You affirm that you have no known workplace injuries or occupational diseases and have not been denied any leave required under the Family and Medical Leave Act (if applicable) or any other applicable federal or state leave law.