Common use of Release Upon Execution Clause in Contracts

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Agreement Amount and, subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Executive, for himself and for his heirs, successors, and assigns, does hereby release completely and forever discharge Buyer, Seller, and Seller Bank, their respective affiliates, successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, or damages of any kind (including attorneys’ fees and costs actually incurred), regardless of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Agreement and all employee benefit plans of Seller or Seller Bank; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, and claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. Notwithstanding the foregoing, this Agreement shall not release Buyer, Seller, or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger Agreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

Appears in 2 contracts

Sources: Merger Agreement (CNB Financial Corp/Pa), Settlement Agreement (CNB Financial Corp/Pa)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Employment Agreement Amount and, subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Executive, the Executive, for himself and for his heirs, successors, successors and assigns, does hereby release completely and forever discharge Buyer, Seller, Seller and Seller Bank, their respective affiliates, successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, successors and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, expenses or damages of any kind (including attorneys’ fees and costs actually incurred), regardless of whether known or unknown, that the Executive now has, owns, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Employment Agreement and all employee benefit plans of Seller or Seller Bank; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state, state or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, 1964 and claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, pay or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, relief and attorney’s fees. Notwithstanding the foregoing, this Agreement shall not release Buyer, Seller, Seller or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 2.1 of the Merger Agreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); (e) rights due to the obligations of Buyer under Section 6.9 of the Merger Agreement; (f) rights to payments of amounts owed under the Seller Bank Executive Incentive Retirement Plan; or (eg) rights to indemnification under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, arbitration or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, recovery or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

Appears in 2 contracts

Sources: Merger Agreement (NBT Bancorp Inc), Merger Agreement (Alliance Financial Corp /Ny/)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Employment Agreement Amount, the SERP Amount andand the LTC Amount, and subject to the payment of the foregoing specified dollar amounts, and of Buyer’s agreement pursuant to Section 3 above, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by Executive, the Executive, for himself and for his heirs, successors, successors and assigns, does hereby release completely and forever discharge Buyer, Seller, Seller and Seller Bank, their respective affiliatesaffiliates , successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, successors and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, expenses or damages of any kind (including attorneys’ attorneys fees and costs actually incurred)) under, regardless arising out of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Employment Agreement and all employee benefit plans of Seller or Seller Bank, whether known or unknown to Executive, which Executive ever had or now has upon or by reason of any matter, cause or thing, up to and including the day on which Executive signs this Agreement, and Executive agrees that this Agreement constitutes a full, complete and knowing waiver of all such claims, except, except for: (i) the obligations of Buyer pursuant to Section 1.3 above; (ii) the obligations of wrongful dischargeBuyer to provide benefits pursuant to Section 2 above which shall continue for the period specified therein in accordance with the provisions thereof; and (iii) the obligations of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII Buyer to indemnify Executive as contemplated by Section 23 of the Civil Rights Act Employment Agreement; provided that with respect to each such section, all obligations of 1964, and claims Seller or Seller Bank shall be deemed to be obligations of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s feesBuyer. Notwithstanding the foregoing, this This Agreement shall not release Buyer, Seller, Seller or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller or payments with respect to Seller stock options as contemplated by Section 2.01 2.6(a) of the Merger Agreement Agreement; (includinge) the payment of the supplemental ESOP benefit payable to the Executive under the Danversbank ESOP Restoration Plan (the “ESOP Restoration Plan”) pursuant to the terms thereof; (f) the credit to the bookkeeping account of the Executive under the ESOP Restoration Plan of an additional amount, for determined pursuant to the avoidance terms of doubtthe ESOP Restoration Plan, payments stemming from the allocation of shares upon full repayment of any loan by the Danversbank Employee Stock Ownership Plan (the “ESOP”) or the termination of the ESOP; (g) the obligations of Buyer under the indemnity provisions contained in Section 7.7(a) of the Merger Consideration for restricted stock which has had its vesting schedule accelerated)Agreement; or (eh) rights to indemnification the obligations of Buyer under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously provisions contained in forceSection 7.7(b) of the Merger Agreement. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive further acknowledges that: (i) he has seven (7) days following his execution of this Agreement to revoke this Agreement (the “Revocation Period”) in a writing delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel, People’s United Financial, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by certified mail, by hand or courier service (signature of receipt required); and (ii) this Agreement shall not be effective, and no payments or benefits shall be due, owing or paid, until the Revocation Period has expired without the Executive revoking the Agreement. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, arbitration or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, recovery or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

Appears in 2 contracts

Sources: Settlement Agreement (Danvers Bancorp, Inc.), Settlement Agreement (Danvers Bancorp, Inc.)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Agreement Amount and, subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Executive, for himself and for his heirs, successors, successors and assigns, does hereby release completely and forever discharge Buyer, Seller, and Seller Bank, their respective affiliates, successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, successors and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, or damages of any kind (including attorneys’ fees and costs actually incurred), regardless of whether known or unknown, that the Executive now has, owns, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Agreement and all employee benefit plans of Seller or Seller Bank; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state, state or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, 1964 and claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. Notwithstanding the foregoing, this Agreement shall not release Buyer, Seller, or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger Agreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

Appears in 1 contract

Sources: Settlement Agreement (CNB Financial Corp/Pa)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Agreement Amount and, subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Executive, for himself herself and for his her heirs, successors, and assigns, does hereby release completely and forever discharge Buyer, Seller, and Seller Bank, their respective affiliates, successors, predecessors, subsidiaries, related entities entities, or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, or damages of any kind (including attorneys’ fees and costs actually incurred), regardless of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Agreement and all employee benefit plans of Seller or Seller Bank; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, and claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. Notwithstanding the foregoing, this Agreement shall not release Buyer, Seller, or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger Agreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, or similar proceeding against any of the Releasees. The Executive agrees that he she shall not accept any award, damages, recovery, or settlement from any proceeding brought by him her or on his her behalf pertaining to the claims released herein.

Appears in 1 contract

Sources: Settlement Agreement (CNB Financial Corp/Pa)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Employment Agreement Amount, the SERP Amount andand the LTC Amount, and subject to the payment of the foregoing specified dollar amounts, and of Buyer’s agreement pursuant to Section 3 above, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by Executive, the Executive, for himself and for his heirs, successors, successors and assigns, does hereby release completely and forever discharge Buyer, Seller, Seller and Seller Bank, their respective affiliatesaffiliates , successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, successors and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, expenses or damages of any kind (including attorneys’ attorneys fees and costs actually incurred)) under, regardless arising out of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Employment Agreement and all employee benefit plans of Seller or Seller Bank, whether known or unknown to Executive, which Executive ever had or now has upon or by reason of any matter, cause or thing, up to and including the day on which Executive signs this Agreement, and Executive agrees that this Agreement constitutes a full, complete and knowing waiver of all such claims, except, except for: (i) the obligations of Buyer pursuant to Section 1.3 above; (ii) the obligations of wrongful dischargeBuyer to provide benefits pursuant to Section 2 above which shall continue for the period specified therein in accordance with the provisions thereof; and (iii) the obligations of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII Buyer to indemnify Executive as contemplated by Section 23 of the Civil Rights Act Employment Agreement; provided that with respect to each such section, all obligations of 1964, and claims Seller or Seller Bank shall be deemed to be obligations of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s feesBuyer. Notwithstanding the foregoing, this This Agreement shall not release Buyer, Seller, Seller or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller or payments with respect to Seller stock options as contemplated by Section 2.01 2.6(a) of the Merger Agreement Agreement; (including, for e) the avoidance obligations of doubt, payments Buyer under the indemnity provisions contained in Section 7.7(a) of the Merger Consideration for restricted stock which has had its vesting schedule accelerated)Agreement; or (ef) rights to indemnification the obligations of Buyer under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously provisions contained in forceSection 7.7(b) of the Merger Agreement. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive further acknowledges that: (i) he has seven (7) days following his execution of this Agreement to revoke this Agreement (the “Revocation Period”) in a writing delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel, People’s United Financial, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by certified mail, by hand or courier service (signature of receipt required); and (ii) this Agreement shall not be effective, and no payments or benefits shall be due, owing or paid, until the Revocation Period has expired without the Executive revoking the Agreement. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, arbitration or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, recovery or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

Appears in 1 contract

Sources: Settlement Agreement (Danvers Bancorp, Inc.)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Agreement Amount and, subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Executive, for himself herself and for his her heirs, successors, and assigns, does hereby release completely and forever discharge Buyer, Seller, and Seller Bank, their respective affiliates, successors, predecessors, subsidiaries, related entities entities, or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, or damages of any kind (including attorneys’ fees and costs actually incurred), regardless of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he she at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Agreement and all employee benefit plans of Seller or Seller Bank; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, and claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. Notwithstanding the foregoing, this Agreement shall not release Buyer, Seller, or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger Agreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive hereby represents and warrants that he she has not filed any action, complaint, charge, grievance, arbitration, or similar proceeding against any of the Releasees. The Executive agrees that he she shall not accept any award, damages, recovery, or settlement from any proceeding brought by him her or on his her behalf pertaining to the claims released herein.

Appears in 1 contract

Sources: Settlement Agreement (CNB Financial Corp/Pa)

Release Upon Execution. In consideration of Buyer’s agreement to pay (or to cause to be paid) to the Executive the Change of Control Employment Agreement Amount, the SERP Amount andand the LTC Amount, and subject to the payment of the foregoing specified dollar amounts, all as provided under this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by Executive, the Executive, for himself and for his heirs, successors, successors and assigns, does hereby release completely and forever discharge Buyer, Seller, Seller and Seller Bank, their respective affiliatesaffiliates , successors, predecessors, subsidiaries, related entities or assigns, and their respective current and former directors, officers, employees, agents, benefit plans, benefit plan administrators and trustees, attorneys, insurers, representatives, successors, successors and assigns (any and all of which are referred to below as the “Releasees”), from any and all obligations, claims, actions, causes of action, demands, liabilities, expenses, expenses or damages of any kind (including attorneys’ attorneys fees and costs actually incurred)) under, regardless arising out of whether known or unknown, that the Executive now has, owns, or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of claims includes, without implication of limitation, the release of all claims: • relating to the Executive’s employment by Seller and Seller Bank and the determination not to continue the Executive’s employment by Seller and Seller Bank beyond the Closing Date; • relating to the Change of Control Employment Agreement and all employee benefit plans of Seller or Seller Bank, whether known or unknown to Executive, which Executive ever had or now has upon or by reason of any matter, cause or thing, up to and including the day on which Executive signs this Agreement, and Executive agrees that this Agreement constitutes a full, complete and knowing waiver of all such claims, except, except for: (i) the obligations of Buyer pursuant to Section 1.3 above; (ii) the obligations of wrongful dischargeBuyer to provide benefits pursuant to Section 2 above which shall continue for the period specified therein in accordance with the provisions thereof; and (iii) the obligations of breach of contract; • of retaliation or discrimination under federal, state, or local law (including, without limitation, claims of age discrimination or retaliation under the Age Discrimination in Employment Act, claims of disability discrimination or retaliation under the Americans with Disabilities Act, claims of discrimination or retaliation under Title VII Buyer to indemnify Executive as contemplated by Section 23 of the Civil Rights Act Employment Agreement; provided that with respect to each such section, all obligations of 1964, and claims Seller or Seller Bank shall be deemed to be obligations of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that claims may be released; • relating to any employment decisions communicated by Buyer to the Executive; • of defamation or other torts; • of violation of public policy; • for salary, bonuses, vacation pay, or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s feesBuyer. Notwithstanding the foregoing, this This Agreement shall not release Buyer, Seller, Seller or Seller Bank, as applicable, from any of the following: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Seller or Seller Bank; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller or payments with respect to Seller stock options as contemplated by Section 2.01 2.6(a) of the Merger Agreement Agreement; (includinge) the payment of the supplemental ESOP benefit payable to the Executive under the Danversbank ESOP Restoration Plan (the “ESOP Restoration Plan”) pursuant to the terms thereof; (f) the credit to the bookkeeping account of the Executive under the ESOP Restoration Plan of an additional amount, for determined pursuant to the avoidance terms of doubtthe ESOP Restoration Plan, payments stemming from the allocation of shares upon full repayment of any loan by the Danversbank Employee Stock Ownership Plan (the “ESOP”) or the termination of the ESOP; (g) the obligations of Buyer under the indemnity provisions contained in Section 7.7(a) of the Merger Consideration for restricted stock which has had its vesting schedule accelerated)Agreement; or (eh) rights to indemnification the obligations of Buyer under applicable corporate law or the organizational documents of Seller or Seller Bank or as an insured under any director’s and officer’s liability insurance policy new or previously provisions contained in forceSection 7.7(b) of the Merger Agreement. The Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which the Executive is already entitled. The Executive further acknowledges that: (i) he has seven (7) days following his execution of this Agreement to revoke this Agreement (the “Revocation Period”) in a writing delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel, People’s United Financial, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by certified mail, by hand or courier service (signature of receipt required); and (ii) this Agreement shall not be effective, and no payments or benefits shall be due, owing or paid, until the Revocation Period has expired without the Executive revoking the Agreement. The Executive hereby represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration, arbitration or similar proceeding against any of the Releasees. The Executive agrees that he shall not accept any award, damages, recovery, recovery or settlement from any proceeding brought by him or on his behalf pertaining to the claims released herein.

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Sources: Settlement Agreement (Danvers Bancorp, Inc.)