Common use of Affirmations Clause in Contracts

Affirmations. Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Company Releasee in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases.

Affirmations. Executive (a) Employee affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with the Company and/or the termination of that employment; and that, without subpoena, he will not, except at the Company's request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that he is not entitled to and will not accept any monetary recovery directly from the SEC or any other Government Agency, subject to the restriction that if any Company as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that he has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been madedisclosures. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit The provisions of this Section 1.3(c) shall apply only to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise extent required by applicable law. Executive further affirms that Executive has reported all hours worked as the Defend Trade Secrets Act of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases2016.

Affirmations. Executive (a) Employee affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with the Company and/or the termination of that employment; and that, without subpoena, he will not, except at the Company’s request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that he is not entitled to and will not accept any monetary recovery directly from the SEC or any other Government Agency, subject to the restriction that if any Company as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that he has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesdisclosures.

Affirmations. Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Company Releasee in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission ("EEOC"), OSHA, the National Labor Relations Board ("NLRB"), or a charge or complaint under applicable laws with the SEC Securities and Exchange Commission ("SEC") or any other federal, state, or municipal agency with appropriate jurisdiction (a "Government Agency"), subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this ReleaseAgreement, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release Agreement and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this ReleaseAgreement. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases.

Affirmations. Executive (a) Employee affirms that Executive she has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that she has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with her employment with the Company or the Bank and/or the termination of that employment; and that, without subpoena, she will not, except at the Company or the Bank's request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that she is not entitled to and will not accept any monetary recovery directly from the SEC Company or any other Government Agency, subject to the restriction that if any Bank as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that she has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesdisclosures.

Affirmations. Executive (a) Employee affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with the Company and/or the termination of that employment; and that, without subpoena, he will not, except at the Company's request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that he is not entitled to and will not accept any monetary recovery directly from the SEC or any other Government Agency, subject to the restriction that if any Company as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that he has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesdisclosures.

Affirmations. Executive (a) Employee affirms that Executive he has not filed, caused to be filed, or presently is a party to any claim, complaint, charge or action against any Company Releasee Employer in any forum or form; provided, howeverand he agrees that he will not file or initiate any such claim, complaint, charge or action, class action, collective action, or representative action, nor shall he be entitled to receive any monies, including penalties, from any claim, complaint, charge or action filed by another person , except that the foregoing nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be entitled. Employee affirms that he currently is unaware of any claim, right, demand, debt, action, obligation, liability or cause of action that he may have against Employer that will not be released by this Agreement. (b) Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud. (c) Both Parties acknowledge that this Agreement (including Paragraphs regarding Confidentiality, Non-Disparagement, Release of Claims, Cooperation, and Severability) does not affect any right limit either party’s right, where applicable, to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws communicate with the SEC or any other Government Agencyan Agency (as defined below), subject to the restriction that if any such charge or complaint is filedtestify, Executive agrees not to violate the confidentiality provisions of the Agreement or this Releaseassist, except by an order of a court having competent jurisdiction, if required by applicable lawparticipate, or if respond to an inquiry in connection with confidential communications with an investigative proceeding of an Agency, to report a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision possible violation of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to an Agency, or to testify before a legislative body, judicial proceeding, or Agency regarding alleged criminal conduct or sexual harassment on the part of Employer, its agents or employees. As used herein, Agency means any governmental federal state, or local government agency or entity or making other disclosures under (including but not limited to, the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewithEqual Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”), and Executive does not need the prior authorization of National Labor Relations Board (“NLRB”)). To the Company to make any extent permitted by law, Employee agrees that if such reports or disclosures and Executive an administrative claim is made, Employee shall not be required entitled to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or recover any other person, organization, individual monetary relief or other entity fileindividual remedies, charge, claim, sue, or cause or permit except that nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief entitled. (including a judgment, relief, or settlementd) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive Employee further affirms that Executive he has reported all hours worked as of the date of this Release no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. (e) Employee further affirms that he has been paid and/or or has received all leave (paid or unpaid), compensationcompensation (deferred or otherwise), wages (deferred or otherwise, including overtime wages), wage statements, reimbursements, bonuses, commissionshousing allowances, unpaid meal and/or rest period premiums, benefits or other monies to which Executive he may be entitled and that no other leave (paid or unpaid), compensationcompensation (deferred or otherwise), wagesvacation pay-outs, bonuses, commissions, bonuses and/or benefits are due to Executivehim as of the date of execution of this Agreement, except as provided in this Agreement. Notwithstanding the Agreement foregoing, amounts credited in Employee’s Non-Qualified Deferred Compensation Account shall be handled and this Release. Executive furthermore distributed to Employee in accordance with the previous elections he has made thereunder. (f) Employee also affirms that Executive Employee has no known workplace injuries not divulged any proprietary or occupational diseasesconfidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer's policies and Employee’s agreement(s) with Employer and/or common law. (g) Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

Affirmations. Executive (a) Employee affirms that Executive he has not filed, caused to be filed, or and is not presently is a party to any claim, complaint, charge or action against any Company Releasee Employer in any forum or form; provided, howeverand he agrees that he will not file or initiate any such claim, complaint, charge or action, class action, collective action, or representative action, nor shall he be entitled to receive any monies, including penalties, from any claim, complaint, charge or action filed by another person, except that the foregoing nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be entitled. Employee affirms that he currently is unaware of any claim, right, demand, debt, action, obligation, liability or cause of action that he may have against Employer that will not be released by this Agreement. (b) Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud. (c) Both Parties acknowledge that this Agreement (including Sections regarding Confidentiality, Non-Disparagement, Release of Claims, Cooperation, and Severability) does not affect any right limit either party’s right, where applicable, to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws communicate with the SEC or any other Government Agencyan Agency (as defined below), subject to the restriction that if any such charge or complaint is filedtestify, Executive agrees not to violate the confidentiality provisions of the Agreement or this Releaseassist, except by an order of a court having competent jurisdiction, if required by applicable lawparticipate, or if respond to an inquiry in connection with confidential communications with an investigative proceeding of an Agency, to report a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision possible violation of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to an Agency, or to testify before a legislative body, judicial proceeding, or Agency regarding alleged criminal conduct or sexual harassment on the part of Employer, its agents or employees. As used herein, Agency means any governmental federal state, or local government agency or entity or making other disclosures under (including but not limited to, the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewithEqual Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”), and Executive does not need the prior authorization of National Labor Relations Board (“NLRB”)). To the Company to make any extent permitted by law, Employee agrees that if such reports or disclosures and Executive an administrative claim is made, Employee shall not be required entitled to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or recover any other person, organization, individual monetary relief or other entity fileindividual remedies, charge, claim, sue, or cause or permit except that nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief entitled. (including a judgment, relief, or settlementd) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive Employee further affirms that Executive he has reported all hours worked as of the date of this Release no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. (e) Employee further affirms that he has been paid and/or or has received all leave (paid or unpaid), compensationcompensation (deferred or otherwise), wageswages (deferred or otherwise), wage statements, reimbursements, bonuses, commissionshousing allowances, and/or benefits or other monies to which Executive he may be entitled and that no other leave (paid or unpaid), compensationcompensation (deferred or otherwise), wagesvacation pay-outs, bonuses, commissions, bonuses and/or benefits are due to Executivehim as of the date of execution of this Agreement, except as provided in this Agreement. Notwithstanding the Agreement foregoing, (i) amounts credited in Employee’s Non-Qualified Deferred Compensation Account shall be handled and this Release. Executive furthermore distributed to Employee in accordance with the previous elections he has made thereunder, (ii) Employee is entitled to salary and benefits that have accrued, but have not been paid or provided, since the payroll period covered by the most recent bi-weekly wage statement provided to Employee and (iii) Employee may still have outstanding routine business reimbursable expenses, which should be submitted to the Company promptly in the ordinary course. (f) Employee also affirms that Executive Employee has no known workplace injuries not divulged any proprietary or occupational diseasesconfidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer's policies and Employee’s agreement(s) with Employer and/or common law. (g) Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

Affirmations. Executive Employee affirms that Executive she has not filed, caused to be filed, or presently is a party to any claim, complaint, lawsuit or other action against any Company Releasee CuraGen in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further Employee also affirms that Executive has reported all hours worked as of the date of this Release and she has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, stock options and/or benefits to which Executive she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executiveentitled, except as provided in the this Agreement and this General Release. Executive furthermore Employee affirmatively waives any right to salary continuation or other benefits contained in the Employment Agreement except as provided in this Agreement and General Release OR for those identified in Paragraph 11(C) and 11(D). Employee acknowledges that she continues to be bound by the terms of the Employment Agreement including, but not limited to, the requirements of Paragraphs 6, 7, 8 and 12 of the Employment Agreement. Employee further affirms that Executive she has no known workplace injuries or occupational diseases. Employee affirms that she has been granted all leaves (paid and unpaid) to which she was entitled under the state or federal Family and Medical Leave Act and that she has not been discriminated against or retaliated against due to her exercise of rights, if any, under the state and/or federal Family and Medical Leave Act. Employee affirms that following Employee’s termination of employment, Employee will provide information, assist and cooperate with CuraGen in executing CuraGen’s patent filings. Employee affirms that she has not been retaliated against for reporting any allegations of wrongdoing or inappropriate conduct by CuraGen or its officers, including any allegations of corporate or financial fraud. Both parties to this Agreement acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state of local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative charge is made, she shall not be entitled to recover any individual monetary relief or other individual remedies. Employee further acknowledges and affirms that should she commence, or become a party to, any lawsuit against CuraGen filed in federal or state court, she waives her right to any monetary recovery or damages, including attorneys’ fees.

Affirmations. Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Company Releasee in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filedIn signing this Agreement, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede hereby affirms that: (a) Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, overtime, if applicable, bonuses, commissions, severance pay, and/or benefits to which Executive may be entitled entitled, other than as provided herein, and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, amounts and/or benefits are due to Executive, Executive except as specifically provided in the Agreement and this Release. Agreement; (b) Executive furthermore affirms that is not eligible to receive payments or benefits under any other Company and/or other Released Party’s severance pay policy, plan, practice or arrangement; (c) Executive has no known workplace injuries or occupational diseasesdiseases that Executive has not reported to the Company in writing and Executive either has been provided or Executive has not been denied any leave requested under the Family and Medical Leave Act or under any applicable Company policy or any local, state, or federal law; (d) Executive has not complained of and Executive is not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity by the Company or any other Released Party that Executive has not reported to the Company in writing; (e) On or about the Separation Date, or within a reasonable time thereafter, the Company provided Executive with timely and adequate notice of Executive’s right to continue group insurance benefits under COBRA (unless such notice was not required to be given because, on the day before the Separation Date, Executive did not receive group health insurance benefits through the Company and thus are not a qualified beneficiary within the meaning of COBRA); and (f) Executive acknowledges and agrees that if Executive breaches the provisions of this Agreement, then the Company will have the right to seek an appropriate remedy against Executive, which may include, but not be limited to, injunctive relief and monetary damages (as to a violations of Section 6 of the Employment Agreement), as well as the return of any payments, reimbursements or benefits Executive has received under any provision of this Agreement, through arbitration as set out below.

Affirmations. Executive (a) Employee affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with the Company and/or the termination of that employment; and that, without subpoena, he will not, except at the Company’s request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that he is not entitled to and will not accept any monetary recovery directly from the SEC or any other Government Agency, subject to the restriction that if any Company as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that he has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been madedisclosures. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit The provisions of this Section 1.3(c) shall apply only to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise extent required by applicable law. Executive further affirms that Executive has reported all hours worked as the Defend Trade Secrets Act of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases2016.

Affirmations. The Parties agree that, in entering into this Agreement, the Company is expressly relying on the following representations by Executive. The Parties further agree that the representations made by Executive affirms in this Section 2.9 are admissions by Executive and are admissible as a sworn statement of fact by Executive in any proceeding between the Parties. (a) Executive acknowledges and declares that, while employed by the Company, Executive has been provided, and has not been improperly denied, any leave or reasonable accommodations requested under applicable federal, state, or local laws, including family or medical leave, paid sick leave, or any other leave or accommodations mandated by law. Executive further acknowledges that if any such leave was provided, the Company restored Executive to his position following leave in compliance with all applicable federal, state, and local leave laws, and that Executive has not filedsuffered any adverse employment action of any kind (for example, caused to be filedtermination, demotion, transfer, harassment, or presently is reduction or denial of pay or benefits) as a party to result of requesting or receiving leave or an accommodation under any claimapplicable federal, complaintstate, or action against any Company Releasee in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable local law. Executive further affirms that Executive he has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known disclosed any workplace injuries or occupational diseases. Separation Agreement and General Release Page 6 of 13 Executive’s Initials KC (b) Executive affirms that he has not been retaliated against for reporting any allegations of wrongdoing by the Company and any Released Party (defined in Section 3.2), including, but not limited to, allegations of corporate fraud. (c) Executive affirms and acknowledges that in connection with his employment by the Company, Executive never had any reasonable belief that Company committed any violation of the securities laws or intimidated, threatened, restrained, coerced, blacklisted, or in any other manner discriminated or retaliated against Executive because of any lawful act done by Executive. (d) Executive affirms that he has not participated in any violation of law in connection with Executive's employment, or in any wrongdoing or breach of fiduciary duty, including, without limitation, any misrepresentation to or regarding the Company or any other Released Party, or any of their clients, or vendors, or any governmental agency. (e) Executive affirms that he has not divulged any Confidential Information (defined in Section 9(a)(2) of the Employment Agreement) or privileged information, and that he will continue to maintain the confidentiality of all such Confidential Information and privileged information. (f) Executive acknowledges that he is not entitled to any other compensation, benefit, or payment from the Company, other than that expressly set forth in this Agreement.

Affirmations. (a) Executive affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Executive affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with the Company and/or the termination of that employment; and that, without subpoena, he will not, except at the Company’s request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Executive has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Executive from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Executive agrees that he is not entitled to and will not accept any monetary recovery directly from the SEC or any other Government Agency, subject to the restriction that if any Company as a result of filing such charge or complaint is filed, complaint. Executive agrees affirms that he has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Executive from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and regulations. Executive does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall is not be required to notify the Company that Executive has made such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesdisclosures.

Affirmations. Executive affirms that Executive he/she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Company Releasee the Released Parties in any forum or form; provided, however, provided that the foregoing does this Release shall not affect the rights or responsibilities of the Equal Employment Opportunity Commission, or any other federal, state, or local authority with similar responsibilities (collectively, the "Commission") to enforce any employment discrimination law, and that this Release shall not shall affect the right of Executive to file a charge of discrimination with the Commission or participate in any investigation. However, Executive waives any right to file an administrative charge with the EEOCparticipate in any payment or benefit arising from any such charge, OSHA, the NLRBclaim, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction investigation. Executive further affirms that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions he/she has reported all hours worked as of the Agreement date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he/she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him/her, except as provided specifically in this Release, except by an order of a court having competent jurisdiction, if required by applicable law, . Executive furthermore affirms that he/she has no known workplace injuries or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdictionoccupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases.

Affirmations. Executive (a) Employee understands that Employer may deduct lawful and authorized deductions and withholdings, including federal and any state taxes, from payments made under this Agreement. Employer makes no representations as to the tax consequences to Employee. Employee acknowledges that he had adequate time to consult a financial advisor or accountant before signing this Agreement. (b) Employee affirms that Executive he has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under the federal or state Family and Medical Leave Acts. Employee further affirms that he has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, caused to be filedincluding any violations of FDIC regulations or corporate fraud, or presently any other whistleblowing activity. (c) Employee acknowledges that, because of circumstances unique to him, as a result of his announced retirement and the terms of the Settlement Agreement and Mutual Releases, as amended (“Settlement Agreement”), with the ▇▇▇▇▇▇▇▇ Group and other entities identified in the Settlement Agreement, that he will not be eligible to hold any position with Employer now or in the future. Employee shall not apply in the future for employment with Employer. Employee further agrees that in the event he is hired in the future by Employer or any of the Released Parties, that his employment may be terminated without notice. (d) Employee affirms that he has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with his employment with Employer and/or the termination of that employment; and that, without subpoena, he will not, except at Employer’s request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with the SEC or an appropriate administrative agency. However, Employee agrees that he is not entitled to and will not accept any other Government Agency, subject to the restriction that if any monetary recovery as a result of filing such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasescomplaint.

Affirmations. Executive (a) Employee affirms that Executive she has disclosed any workplace injuries or occupational diseases and has been provided and/or has not filedbeen denied any leave requested under federal, caused to be filedstate, or presently local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law. (b) Employee affirms that she has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with her employment with the Company or the Bank and/or the termination of that employment; and that, without subpoena, she will not, except at the Company or the Bank's request, testify in any judicial or administrative proceedings to which any Released Party is a party to regarding any claim, complaint, or action against matter involving the affairs of any Company Releasee Released Party of which Employee has knowledge. Nothing in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or this Agreement precludes Employee from filing a charge or complaint under applicable laws with an appropriate administrative agency. However, Employee agrees that she is not entitled to and will not accept any monetary recovery directly from the SEC Company or any other Government Agency, subject to the restriction that if any Bank as a result of filing such charge or complaint is filed, Executive agrees complaint. Employee affirms that she has not transferred or assigned any claims or rights to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as claims to impede Executive (or any other individualperson or entity. (c) Nothing in this Agreement prohibits Employee from reporting possible violations of federal law federal, state or regulation local laws or regulations to any governmental agency or entity entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law federal, state or regulation local laws or accepting any monetary reward in connection therewith, and Executive regulations. Employee does not need the prior authorization of the Company any kind to make any such reports or disclosures and Executive shall Employee is not be required to notify the Company that Employee has made such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported all hours worked as of the date of this Release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Release. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesdisclosures.

Affirmations. Executive Employee affirms that Executive Employee has not filed, filed nor caused to be filed, or nor is presently is a party to to, any claim, complaint, or action claim against any Company Releasee in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdictionCompany. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further Employee also affirms that Executive has reported all hours worked as of the date of this Release and Employee has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to Executive, except as provided in the Agreement and this Releaseentitled. Executive furthermore Employee affirms that Executive Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Employee further affirms that (i) Employee has no known workplace injuries or occupational diseases.diseases Employee has been properly provided any leave requested because of Empl or military service and has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iii) Employee had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of any Released Party; and (iv) Employee has not raised a claim against the Company or any Released Party for sexual assault; sexual harassment; or unlawful workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in a court or government agency proceeding, in an alternative dispute resolution forum, or through the . Employee also affirms that Employee has not divulged any proprietary or confidential information of the Company and will continue to maintain the confidentiality of such information consistent with the common law. Employee understands and acknowledges that notwithstanding the provisions above, Employee proprietary or confidential information that Employee makes:

Affirmations. Executive (a) Employee affirms that Executive he has not filed, caused to be filed, or presently is a party to any claim, complaint, charge or action against any Company Releasee Employer in any forum or form; provided, howeverand he agrees that he will not file or initiate any such claim, complaint, charge or action, class action, collective action, or representative action, nor shall he be entitled to receive any monies, including penalties, from any claim, complaint, charge or action filed by another person, except that the foregoing nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be entitled. Employee affirms that he currently is unaware of any claim, right, demand, debt, action, obligation, liability or cause of action that he may have against Employer that will not be released by this Agreement. (b) Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud. (c) Both Parties acknowledge that this Agreement (including Paragraphs regarding Confidentiality, Non-Disparagement, Release of Claims, Cooperation, and Severability) does not affect any right limit either party’s right, where applicable, to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws communicate with the SEC or any other Government Agencyan Agency (as defined below), subject to the restriction that if any such charge or complaint is filedtestify, Executive agrees not to violate the confidentiality provisions of the Agreement or this Releaseassist, except by an order of a court having competent jurisdiction, if required by applicable lawparticipate, or if respond to an inquiry in connection with confidential communications with an investigative proceeding of an Agency, to report a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision possible violation of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to an Agency, or to testify before a legislative body, judicial proceeding, or Agency regarding alleged criminal conduct or sexual harassment on the part of Employer, its agents or employees. As used herein, Agency means any governmental federal state, or local government agency or entity or making other disclosures under (including but not limited to, the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewithEqual Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”), and Executive does not need the prior authorization of National Labor Relations Board (“NLRB”). To the Company to make any extent permitted by law, Employee agrees that if such reports or disclosures and Executive an administrative claim is made, Employee shall not be required entitled to notify the Company that such reports or disclosures have been made. Executive further agrees and covenants that should Executive or recover any other person, organization, individual monetary relief or other entity fileindividual remedies, charge, claim, sue, or cause or permit except that nothing in this Agreement shall preclude an individual from collecting a government program bounty to which Employee may be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief entitled. (including a judgment, relief, or settlementd) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive Employee further affirms that Executive he has reported all hours worked as of the date of this Release no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. (e) Employee further affirms that he has been paid and/or or has received all leave (paid or unpaid), compensationcompensation (deferred or otherwise), wages (deferred or otherwise, including overtime wages), wage statements, reimbursements, bonuses, commissionshousing allowances, unpaid meal and/or rest period premiums, benefits or other monies to which Executive he may be entitled and that no other leave (paid or unpaid), compensationcompensation (deferred or otherwise), wagesvacation pay-outs, bonuses, commissions, bonuses and/or benefits are due to Executivehim as of the date of execution of this Agreement, except as provided in this Agreement. Notwithstanding the Agreement foregoing, amounts credited in Employee’s Non-Qualified Deferred Compensation Account shall be handled and this Release. Executive furthermore distributed to Employee in accordance with the previous elections he has made thereunder. (f) Employee also affirms that Executive Employee has no not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. (g) Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. (h) Employee agrees that his release in this Agreement will cover all claims of every nature and kind whatsoever, which Employee may have, known workplace injuries or occupational diseases.unknown, suspected or unsuspected, past or present, which he may have against Employer, despite the fact that California Civil Code section 1542 may provide otherwise. Employee expressly waives any right or benefit available to him in any capacity under the provisions of Section 1542, which provides as follows:

Affirmations. Executive affirms that Executive Employee has not filed, filed or caused to be filed, or presently filed and is not a party to any claim, charge, complaint, or action against REGENXBIO or any Company Releasee of the other Released Entities in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the EEOC, OSHA, the NLRB, or a charge or complaint under applicable laws with the SEC or any other Government Agency, subject to the restriction that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of the Agreement or this Release, except by an order of a court having competent jurisdiction, if required by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Additionally, no provision of this Release shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures under the whistleblower provisions of federal law or regulation or accepting any monetary reward in connection therewith, and Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have Employee has been made. Executive further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit, or legal proceeding against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including a judgment, relief, or settlement) in such charge, civil action, suit, or proceeding, unless otherwise required by applicable law. Executive further affirms that Executive has reported properly paid for all hours worked for REGENXBIO. Employee has no known workplace injuries or occupational diseases. Except as of the date of otherwise provided in this Release and has been paid and/or Severance Agreement, Employee has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled and that no other leave (paid or unpaid), compensation, wages, overtime, bonuses, commissions, commissions and/or benefits are due Employee. As such, Employee will be entitled to Executiveno other or further compensation, remuneration or benefits of any kind from the Company and specifically acknowledges that nothing else is owed or due except as provided set forth in this Agreement. Employee has not engaged in and is not aware of any unlawful conduct relating to the business of REGENXBIO. Employee agrees that Employee, to the fullest extent permitted by law, will not file any charges, claims, complaints, demands, or grievances against any Released Entities in or with any federal, state, or local agency, board, court, or other government or administrative entity, or before any other public or private entity, including an arbitrator, panel, or tribunal, which is based upon or related to any actions, or omissions by any Released Entities, occurring up to the Effective Date of this Agreement, nor will Employee pursue any such charges, claims, complaints, demands, or grievances through a third party. The Parties acknowledge that this general release and waiver of claims excludes, and Employee does not waive, release, or discharge: (i) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, or other similar federal or state administrative agencies, although Employee waives any right to recover any monetary relief or other remedies related to any filed charge or administrative complaint Employee made or could have made through the Effective Date of this Agreement to the fullest extent permitted by law; (ii) claims that cannot be waived by law; or (iii) any rights to vested benefits, such as pension or retirement benefits. To the fullest extent permitted by law, Employee waives any ability or right to be a class or collective action representative, or to otherwise participate in any certified or putative class, collective, or multi-party action or proceeding regarding any claims Employee made or could have made through the Effective Date of this Agreement based on a claim in which any of the Released Entities is a party. Employee agrees not to remove any of the Company’s tangible or intangible property from the Company's premises. The Employee represents and warrants that the Employee has returned all Company property, including without limitation identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, computer files, supplies, equipment, customer files, documents and/or other records prepared for or by the Company and will not retain any copies regardless of format of any confidential Company information. By signing below Employee affirms that no Company files or information were improperly deleted, copied or retained from the Company’s computer equipment and/or system(s). Receipt of the severance described above in this Agreement is expressly conditioned upon return of all Company property and compliance with the terms of this provision and this Agreement. Employee affirms that as of the date this Severance Agreement is signed, Employee is not receiving Medicare benefits. Nonetheless, if the Centers for Medicare & Medicaid Services (the “CMS”) (this term includes any related agency representing Medicare’s interests) determines that Medicare has an interest in the Agreement payment to Employee under this Severance Agreement, Employee agrees to indemnify, defend and hold the Company harmless from any action by the CMS relating to Employee’s medical expenses. Employee agrees to reasonably cooperate with the Company upon request with respect to (i) any information needed to satisfy the reporting requirements under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007, if applicable, and (ii) any claim the CMS may make and for which Employee is required to indemnify the Company under this Releaseparagraph. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseasesFurther, Employee agrees to waive any and all future actions against the Company for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A).