ALL CLAIMS ARISING OUT OF THE FAIR CREDIT REPORTING ACT, 15 U.S.C.
§1681 ET SEQ., THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA"), 29
U.S.C. §1001 ET SEQ., THE MASSACHUSETTS FAIR EMPLOYMENT PRACTICES ACT., M.G.L.
C. 151B, § 1 ET SEQ., THE MASSACHUSETTS CIVIL RIGHTS ACT, M.G.L. C. 12, §§ 11H
AND 11I, THE MASSACHUSETTS EQUAL RIGHTS ACT, M.G.L. C. 93, § 102 AND M.G.L. C.
214, § 1C, THE MASSACHUSETTS LABOR AND INDUSTRIES ACT, M.G.L. C. 149, § 1 ET
SEQ., THE MASSACHUSETTS PRIVACY ACT, M.G.L. C. 214, § 1B, AND THE MASSACHUSETTS
MATERNITY LEAVE ACT , M.G.L. C. 149, § 105(D), ALL AS AMENDED; ALL COMMON LAW
CLAIMS INCLUDING, BUT NOT LIMITED TO, ACTIONS IN TORT, DEFAMATION AND BREACH OF
CONTRACT; ALL CLAIMS TO ANY NON-VESTED OWNERSHIP INTEREST IN THE COMPANY,
CONTRACTUAL OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, CLAIMS TO STOCK OR
STOCK OPTIONS; AND ANY CLAIM OR DAMAGE ARISING OUT OF HIS EMPLOYMENT WITH OR
SEPARATION FROM THE COMPANY (INCLUDING ANY CLAIM FOR RETALIATION) UNDER ANY
COMMON LAW THEORY OR ANY FEDERAL, STATE OR LOCAL STATUTE OR ORDINANCE NOT
EXPRESSLY REFERENCED ABOVE; PROVIDED, HOWEVER, THAT NOTHING IN THIS TRANSITION
AGREEMENT PREVENTS HIM FROM FILING, COOPERATING WITH, OR PARTICIPATING IN ANY
PROCEEDING BEFORE THE EEOC OR A STATE FAIR EMPLOYMENT PRACTICES AGENCY (EXCEPT
THAT HE ACKNOWLEDGES THAT HE MAY NOT BE ABLE TO RECOVER ANY MONETARY BENEFITS IN
CONNECTION WITH ANY SUCH CLAIM, CHARGE OR PROCEEDING).
11.
ACKNOWLEDGMENT.
DR. LETTS ACKNOWLEDGES THAT HE HAS BEEN GIVEN AT LEAST
TWENTY-ONE (21) DAYS TO CONSIDER THIS TRANSITION AGREEMENT AND THE RELEASE OF
CLAIMS AT EXHIBIT A, AND THAT THE COMPANY ADVISES HIM TO CONSULT WITH AN
ATTORNEY OF HIS OWN CHOOSING PRIOR TO SIGNING THIS TRANSITION AGREEMENT AND
EXHIBIT A.
DR. LETTS IS ADVISED THAT HE MAY REVOKE HIS AGREEMENT FOR A PERIOD
OF SEVEN (7) DAYS AFTER HE SIGNS IT, AND THE RELEASE PROVIDED ABOVE SHALL NOT BE
EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY REVOCATION
PERIOD.
DR. LETTS IS ADVISED AND HE UNDERSTANDS AND AGREES THAT BY ENTERING
INTO THIS AGREEMENT AND SIGNING IT AND THE RELEASES OF CLAIMS HE IS WAIVING ANY
AND ALL RIGHTS OR CLAIMS HE MIGHT HAVE UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, AS AMENDED BY
4
THE OLDER WORKERS BENEFIT PROTECTION ACT, AND THAT HE HAS RECEIVED CONSIDERATION
BEYOND THAT TO WHICH HE WAS PREVIOUSLY ENTITLED.
12.
AMENDMENT.
THIS TRANSITION AGREEMENT SHALL BE BINDING UPON THE PARTIES
AND MAY NOT BE MODIFIED IN ANY MANNER, EXCEPT BY AN INSTRUMENT IN WRITING OF
CONCURRENT OR SUBSEQUENT DATE SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE
PARTIES HERETO.
THIS TRANSITION AGREEMENT IS BINDING UPON AND SHALL INURE TO
THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AGENTS, ASSIGNS, HEIRS,
EXECUTORS, SUCCESSORS AND ADMINISTRATORS.
13.
NO WAIVER.
NO DELAY OR OMISSION BY EITHER PARTY IN EXERCISING ANY RIGHT
UNDER THIS TRANSITION AGREEMENT SHALL OPERATE AS A WAIVER OF THAT OR ANY OTHER
RIGHT.
A WAIVER OR CONSENT GIVEN BY