General Release and Waiver of Claims. (a) In exchange for the
severance benefits provided to you under this Agreement, to which you would not otherwise be entitled, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now
... have, against the Company or any of its Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of your employment or employment, its termination, or your other associations with the Company or any of its Affiliates, under the Employment Agreement, Award Agreement or the Plan, or pursuant to Title VII of the Civil Rights Act of 1964, Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the Commonwealth state or states in which you have provided services to the Company or any of Massachusetts its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the "Claims"), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities, capacities (collectively, the "Released Parties"), from, and you hereby waive, any and all such Claims. This release shall not -3- apply to (a) any claims that arise after you sign this Agreement, including your right to enforce the terms of this Agreement; (b) any claims that may not be waived pursuant to applicable law; (c) any right to indemnification that you may have under the certificate of incorporation or by-laws of the Company, any Indemnification Agreement between you and the Company or any insurance policies maintained by the Company; or (d) any right to receive any vested benefits under the terms of any employee benefit plans maintained by the Company, including, without limitation, the Company's equity plans and your award agreements thereunder. (b) This Agreement, which includes the release of claims set forth in this Section 7, creates legally binding obligations and the Company therefore advises you to consult an attorney before you sign this Agreement. In accordance with the requirements of the Older Workers Benefit Protection Act, the Company has also provided you, attached as Exhibit A to this Agreement, a list of the job titles and ages of all Company employees who have been selected for termination and are eligible for severance benefits at this time, together with the job classification and ages of all individuals who have not been selected for termination and therefore are not eligible for severance benefits at this time. In signing this Agreement, you give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than forty-five (45) days before signing this Agreement to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any of those other persons to whom reference is made in Section 5(b) above; and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. (c) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that you hereby agree to waive your right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity. -6- (c) This Agreement, including the general release and waiver of claims set forth in Section 8(a), creates legally binding obligations and the Company and its Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21), before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference is made in Section 6(c) above; and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. (d) You agree to sign the Release by the later of seven (7) days following the Separation Date and twenty-one (21) days following the date hereof (and in no event before the Separation Date). You further agree that a signed and unrevoked Release is an express condition to your receipt and retention of the severance benefits described in Section 3 above.
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