Common use of Time for Consideration; Effective Date Clause in Contracts

Time for Consideration; Effective Date. Employee acknowledges that she has had an adequate opportunity to consider this Agreement. To accept this Agreement, Employee must return a signed, unmodified original or PDF copy of this Agreement so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 5:00 PM EST on December 23, 2021. This Agreement shall become effective on the date when it becomes fully executed (the “Effective Date”). For the avoidance of doubt, (i) if Employee breaches any of the provisions of this Agreement prior to its execution, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, and (ii) if Employee does not enter into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance Agreement and Release of All Claims with Klaviyo, Inc. (“Company”) in connection with the ending of my employment (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 6 of the Agreement and adds a release under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act (this “Certificate”), in order to be eligible for the Severance Pay, COBRA Reimbursement and Accelerated Vesting. I understand that I may not sign this Certificate until on or after the Separation Date and that I must return it to Company within 21 days after the Separation Date as set forth below. I, therefore, agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by Company or its representatives with the exception of those promises contained in this Certificate and the Agreement. 4. Company advises me to consult with an attorney before signing this Certificate. I understand and acknowledge that I have been given the opportunity to consider this Certificate for at least 21 days from my receipt of this Certificate before signing it. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date (the “Consideration Period”). If I do not sign this Certificate, I will not be entitled to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreement. If I sign this Certificate, for the period of seven (7) days from the date when I sign this Certificate, I have the right to revoke this Certificate by written notice to ▇▇. ▇▇▇▇▇▇. For such a revocation to be effective, it must be delivered so that it is received by ▇▇. ▇▇▇▇▇▇ at or before the expiration of the seven (7) day revocation period. This Certificate shall not become effective or enforceable during the revocation period. This Certificate shall become effective on the first business day following the expiration of the revocation period (the “Effective Date of the Certificate”). 5. I agree that this Certificate is part of the Agreement. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1/31/2022 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date This Amendment to Transition Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (the “Effective Date”), by and between Klaviyo, Inc. (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Employee”) (together the “Parties”).

Appears in 2 contracts

Sources: Transition Agreement (Klaviyo, Inc.), Transition Agreement (Klaviyo, Inc.)

Time for Consideration; Effective Date. Employee acknowledges that she has had an adequate You have the opportunity to consider this AgreementAgreement for twenty-one (21) days before signing it. To accept this Agreement, Employee you must return a signed, unmodified signed original or PDF copy of this Agreement so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ , the Company’s Vice President for Human Resources, at or before the expiration of this twenty-one ([***]21) no later day period. If you sign this Agreement within fewer than 5:00 PM EST on December 23, 2021. This Agreement shall become effective on twenty-one (21) days of the date when it becomes fully executed (the “Effective Date”). For the avoidance of doubtits delivery to you, (i) if Employee breaches any of the provisions of you acknowledge by signing this Agreement prior to its execution, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, and (ii) if Employee does not enter into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance Agreement and Release of All Claims with Klaviyo, Inc. (“Company”) in connection with the ending of my employment (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 6 of the Agreement and adds a release under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act (this “Certificate”), in order to be eligible for the Severance Pay, COBRA Reimbursement and Accelerated Vesting. I understand that I may not sign this Certificate until on or after the Separation Date decision was entirely voluntary and that I must return it to Company within 21 days after the Separation Date as set forth below. I, therefore, agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by Company or its representatives with the exception of those promises contained in this Certificate and the Agreement. 4. Company advises me to consult with an attorney before signing this Certificate. I understand and acknowledge that I have been given you had the opportunity to consider this Certificate Agreement for at least 21 days from my receipt of this Certificate before signing itthe entire twenty-one (21) day period. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date (the “Consideration Period”). If I do not sign this Certificate, I will not be entitled to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreement. If I sign this Certificate, for For the period of seven (7) days from the date when I sign this CertificateAgreement becomes fully executed, I you have the right to revoke this Certificate Agreement by written notice to ▇▇. ▇▇▇▇▇▇. For such a revocation to be effective, it must be delivered so that it is received by ▇▇. ▇▇▇▇▇▇ ▇▇▇, at or before the expiration of the seven (7) day revocation period. This Certificate Agreement shall not become effective or enforceable during the revocation period. This Certificate Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date of the CertificateDate”). ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. 5. I agree that , Ph.D. October 28, 2014 Please indicate your agreement to the terms of this Certificate is part of the Agreement. /s/ Agreement by signing and returning to ▇▇▇▇▇▇ ▇▇▇, the Company’s Vice President for Human Resources, the original or PDF copy of this letter within the time period set forth above. Very truly yours, ANIKA THERAPEUTICS, INC. By: /s/ ▇▇▇▇▇▇▇ 1/31/2022 ▇▇▇▇ . ▇▇▇▇▇▇▇▇ 30 October 2014 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. Date This Amendment Chief Executive Officer Attachment (Exhibit A-Non-Disclosure and Non-Competition Agreement) I agree to Transition the terms of this Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (to abide by its terms in exchange for the “Effective Date”), by and between Klaviyo, Inc. (the “Company”) and benefits set forth above: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. 30 October 2014 ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇., Ph.D. Date I, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., (the “Employee”) ), in consideration of my employment, the continuation of my employment, and the salary and wages to be paid to me, do hereby agree with Anika Therapeutics, Inc., a Massachusetts corporation (together the “PartiesCompany”), as follows: 1. All documents including, but not limited to, correspondence, memoranda, plans, proposals, customer lists, marketing and sales plans, reports and drawings, formulations, designs, samples, prototypes, tools and equipment, and all other tangible and intangible materials whatsoever, that concern the Company’s business and that come into my possession are the property of the Company and shall be used by me only in the performance of my duties for the Company. I will not remove from the Company’s premises any such tangible items or copies thereof except as the Company permits and, upon the earlier of the termination of my employment or a request by the Company, any and all such items in my custody or possession and all copies thereof will be returned to the Company. 2. For the purposes of this agreement:

Appears in 1 contract

Sources: Separation Agreement (Anika Therapeutics, Inc.)

Time for Consideration; Effective Date. Employee The Executive acknowledges that she the Executive has had an adequate been given the opportunity to consider this Agreement for twenty-one (21) days before signing it (the “Consideration Period”) and that the Executive has knowingly and voluntarily entered into this Agreement. The Executive acknowledges that the above release of claims expressly includes without limitation claims under the Age Discrimination in Employment Act. The Executive is advised to consult with an attorney before signing this Agreement. To accept this Agreement, Employee the Executive must return a signed, unmodified signed original or a signed PDF copy of this Agreement so that it is received by ▇▇the undersigned at or before the expiration of the Consideration Period. If the Executive signs this Agreement before the end of the Consideration Period, the Executive acknowledges by signing this Agreement that such decision was entirely voluntary and that the Executive had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when the Executive signs this Agreement, the Executive has the right to revoke this Agreement by written notice to the undersigned. For such a revocation to be effective, it must be delivered so that it is received by the undersigned at or before the expiration of the seven (7) day revocation period (the “Revocation Period”). This Agreement shall not become effective or enforceable during the Revocation Period. It will become effective on the day after the Revocation Period ends (the “Effective Date”). Please indicate your agreement to the terms of this Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth above. Very truly yours, BRIGHTCOVE INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇([***]) no later than 5:00 PM EST on December 23April 11, 20212018 ▇▇▇▇ ▇▇▇▇▇▇▇ Date Chairman, Board of Directors This is a legal document. This Agreement shall become effective on the date when it becomes Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully executed (the “Effective Date”). For the avoidance of doubt, (i) if Employee breaches any understand all of the provisions of this Agreement prior to its execution, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, that you are knowingly and (ii) if Employee does not enter voluntarily entering into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ April 11, 2018 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 Date I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance an Amendment to Employment Agreement and Release of All Claims with Klaviyo, Brightcove Inc. (the “Company”) in connection with the ending of my employment ), dated April 11, 2018 (the “Agreement”). Capitalized but undefined terms used herein and not otherwise in this Certificate are defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute sign this certificate, “Certificate,” which updates the release of claims set forth in the Agreement, in order to begin receiving the severance benefits described in Section 6 9 of the Agreement and adds a release under in Section 4 of the Age Discrimination in Employment Act Agreement. For this Certificate to become effective and for me to receive such severance benefits, I must sign this Certificate after the California Fair Employment and Housing Act (this “Certificate”), in order to be eligible for Separation Date but no later than seven days after the Severance Pay, COBRA Reimbursement and Accelerated VestingSeparation Date. I understand that I may will not sign this Certificate until on or after before the Separation Date and that Date. Subject to the foregoing, the date I must return it to Company within 21 days after sign this Certificate is the Separation Date as set forth below. I, therefore, “Certificate Effective Date.” I further agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained described in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by the Company or its officers, directors, employees, agents or other representatives with the exception of those promises expressly contained in this Certificate and the Agreement. 4. Company advises I also represent that I have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by me as an employee or resulting from my exercise of or attempt to consult with an attorney before signing this Certificateexercise any statutory rights recognized under federal, state or local law. I understand and acknowledge agree that I have been given paid all unpaid wages and other compensation owed to me as of the opportunity Trigger Date. I also agree that and that none of my rights have been violated under any statute, common law or Company policy, program or agreement. I represent that I have reported any and all workplace injuries that I suffered during my employment, if any, to consider this Certificate for at least 21 days from my receipt of this Certificate the Company before signing it. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date (the “Consideration Period”). If I do not sign executing this Certificate, I will not be entitled to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreement. If I sign this Certificate, for the period of seven (7) days from the date when I sign this Certificate, I have the right to revoke this Certificate by written notice to ▇▇. ▇▇▇▇▇▇. For such a revocation to be effective, it must be delivered so that it is received by ▇▇. ▇▇▇▇▇▇ at or before the expiration of the seven (7) day revocation period. This Certificate shall not become effective or enforceable during the revocation period. This Certificate shall become effective on the first business day following the expiration of the revocation period (the “Effective Date of the Certificate”). 5. I agree that this Certificate is part of the Agreement. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1/31/2022 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date This Amendment to Transition Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (the “Effective Date”), by and between Klaviyo, Inc. (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Employee”) (together the “Parties”).

Appears in 1 contract

Sources: Employment Agreement (Brightcove Inc)

Time for Consideration; Effective Date. Employee The Executive acknowledges that this Separation Agreement replaces the prior proposed agreement provided to the Executive on December 17, 2018. The Executive further acknowledges that she has had an adequate opportunity was given more than twenty-one (21) days to consider the December 17, 2018 agreement and that the original twenty-one (21) day period (the “Consideration Period”) remains unchanged by the offer of this AgreementSeparation Agreement in place of the December 17, 2018 agreement. To accept this Agreement, Employee the Executive must return a signed, unmodified original or PDF copy of this Agreement so that it is received by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇([***]) no later than 5:00 PM EST on December 23▇▇▇, 2021Esq. This Agreement shall become effective on the date when it becomes fully executed (the “Effective Date”). For the avoidance of doubtat, (i) if Employee breaches any of the provisions of this Agreement prior to its execution▇▇▇▇▇▇▇ Procter LLP, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, and (ii) if Employee does not enter into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ , ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 I, ▇▇▇▇▇ (▇▇▇▇@▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance Agreement and Release of All Claims with Klaviyo, Inc. (“Company”▇▇.▇▇▇) in connection with on or before the ending of my employment (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 6 expiration of the Consideration Period on January 9, 2019. If the Executive signs this Agreement and adds a release under prior to January 9, 2019, the Age Discrimination in Employment Act and the California Fair Employment and Housing Act (Executive acknowledges by signing this “Certificate”), in order to be eligible for the Severance Pay, COBRA Reimbursement and Accelerated Vesting. I understand Agreement that I may not sign this Certificate until on or after the Separation Date such decision was entirely voluntary and that I must return it to Company within 21 days after the Separation Date as set forth below. I, therefore, agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by Company or its representatives with the exception of those promises contained in this Certificate and the Agreement. 4. Company advises me to consult with an attorney before signing this Certificate. I understand and acknowledge that I have been given she had the opportunity to consider this Certificate Agreement for at least 21 days from my receipt of this Certificate before signing it. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date (the “entire Consideration Period”). If I do The Executive and the Company agree that any changes or modifications to this Agreement did not sign this Certificate, I will not be entitled to restart the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreementtwenty-one (21) day period. If I sign this Certificate, for the For a period of seven (7) business days from the date when I sign day of the execution of this CertificateAgreement, I have the Executive shall retain the right to revoke this Certificate Agreement by written notice to ▇▇. ▇▇▇▇▇▇. For such a revocation to be effective, it that must be delivered so that it is received by ▇▇. ▇▇▇▇▇at or before the expiration end of the seven (7) day such revocation period. This Certificate shall not become effective or enforceable during the revocation period. This Certificate Agreement shall become effective on the first business day immediately following the expiration of the revocation period (the “Effective Date of the Certificate”). 5. I agree that this Certificate is part of the Agreement. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1/31/2022 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date This Amendment to Transition Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (the “Effective Date”), by provided that the Executive does not revoke this Agreement during the revocation period. For the avoidance of doubt, if the Executive does not enter into this Agreement, then the Executive’s employment will end on the earlier of (i) January 9, 2019 or (ii) the date that the Executive rejects the Agreement, and between Klaviyo, Inc. (the “Company”) Company shall provide the Executive with documentation at that time that will replace this Separation Agreement and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Employee”) (together the “Parties”)Release.

Appears in 1 contract

Sources: Separation Agreement (AVROBIO, Inc.)

Time for Consideration; Effective Date. Employee acknowledges You acknowledge that she has had an adequate opportunity to consider this Agreement. To accept this Agreement, Employee must return a signed, unmodified original or PDF copy of this Agreement so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 5:00 PM EST on December 23, 2021. This Agreement shall become effective on the date when it becomes fully executed (the “Effective Date”). For the avoidance of doubt, (i) if Employee breaches any of the provisions of this Agreement prior to its execution, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, and (ii) if Employee does not enter into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee you have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance Agreement and Release of All Claims with Klaviyo, Inc. (“Company”) in connection with the ending of my employment (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 6 of the Agreement and adds a release under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act (this “Certificate”), in order to be eligible for the Severance Pay, COBRA Reimbursement and Accelerated Vesting. I understand that I may not sign this Certificate until on or after the Separation Date and that I must return it to Company within 21 days after the Separation Date as set forth below. I, therefore, agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering entered into this Certificate, I am not relying on any representation, promise or inducement made by Company or its representatives with Agreement and that the exception of those promises contained in this Certificate and the Agreement. 4. Company advises me you to consult with an attorney before signing this CertificateAgreement. I You acknowledge and understand that the release of claims in Section 4 herein includes your release and waiver of any and all claims for age discrimination pursuant to the Age Discrimination in Employment Act (ADEA), as amended by the Older Workers Benefit Protection Act (OWBPA). Accordingly, you understand and acknowledge that I agree you have been given the opportunity to consider this Certificate for at least 21 a period of twenty-one (21) days from my receipt the date you receive this Agreement to review and consider the terms of this Certificate before signing it. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date Agreement (the “Consideration Period”), but that you may sign and return this Agreement sooner if you choose to do so. You agree that any changes to this Agreement, whether material or immaterial, do not restart the running of the twenty-one (21) day Consideration Period. If I do not you sign this CertificateAgreement before the end of the Consideration Period, I will not be entitled you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreemententire Consideration Period. If I sign this Certificate, for For the period of seven (7) days from the date when I you sign this Certificate, I the Agreement (the “Revocation Period”) you have the right to revoke this Certificate Agreement by written notice to ▇▇. ▇▇▇▇▇▇. For such a revocation to be effective, it must be delivered so that it is received by ▇▇. ▇▇▇▇▇▇ at or before the expiration of the seven (7) day revocation period. This Certificate shall not become effective or enforceable during the revocation period. This Certificate shall become effective on the first business day following the expiration of the revocation period (the “Effective Date of the Certificate”). 5. I agree that this Certificate is part of the Agreement. /s/ ▇▇▇L▇▇ ▇▇▇▇▇▇▇▇ 1/31/2022 ▇▇▇▇▇ by e-mail at l▇▇▇▇▇▇▇▇ Date This Amendment to Transition Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (the “Effective Date”), by and between Klaviyo, Inc. (the “Company”) and ▇▇▇▇▇ @▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇prior to expiration of the Revocation Period. If not timely revoked, this Agreement will become effective on the eighth (8th) calendar day after the date you sign it, which will be the “Employee”Effective Date” of this Agreement. You understand and agree that if you fail to timely sign this Agreement and return your signed Agreement to the Company prior to expiration of the Consideration Period, or if you timely revoke your consent to the Agreement within the Revocation Period, (i) the Company’s offer of the Severance Benefits set forth in Section 2 above shall be null and void, (together ii) you shall have no right or entitlement to any of the “Parties”)Severance Benefits described herein, and (iii) your employment shall terminate on the Separation Date with no further payments or compensation owed to you other than as required by applicable law.

Appears in 1 contract

Sources: Separation Agreement (Applied Therapeutics, Inc.)

Time for Consideration; Effective Date. Employee acknowledges that she has had an adequate You have the opportunity to consider this AgreementAgreement for twenty-one (21) days before signing it. To accept this Agreement, Employee you must return a signed, unmodified signed original or PDF copy of this Agreement so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ the undersigned at or before the expiration of this twenty-one ([***]21) no later day period. If you sign this Agreement within less than 5:00 PM EST on December 23, 2021. This Agreement shall become effective on twenty-one (21) days of the date when it becomes fully executed (the “Effective Date”). For the avoidance of doubtits delivery to you, (i) if Employee breaches any of the provisions of you acknowledge by signing this Agreement prior to its execution, the offer of this Agreement may be withdrawn and Employee’s execution of this Agreement will not be valid, and (ii) if Employee does not enter into this Agreement, then Employee’s employment will end but Employee will not be entitled to the benefits set forth in this Agreement. Company and Employee have signed this Agreement on the dates indicated below. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CLO Dated: 12/22/2021 Dated: 12/22/2021 I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby acknowledge and certify that I entered into a Severance Agreement and Release of All Claims with Klaviyo, Inc. (“Company”) in connection with the ending of my employment (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 6 of the Agreement and adds a release under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act (this “Certificate”), in order to be eligible for the Severance Pay, COBRA Reimbursement and Accelerated Vesting. I understand that I may not sign this Certificate until on or after the Separation Date decision was entirely voluntary and that I must return it to Company within 21 days after the Separation Date as set forth below. I, therefore, agree as follows: 1. A copy of this Certificate was attached to the Agreement as Exhibit A. 2. In consideration of the benefits contained in the Agreement, including but not limited to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in Section 6 of the Agreement to any and all Claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement, and I release any Claims under the Age Discrimination in Employment Act and the California Fair Employment and Housing Act. 3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by Company or its representatives with the exception of those promises contained in this Certificate and the Agreement. 4. Company advises me to consult with an attorney before signing this Certificate. I understand and acknowledge that I have been given you had the opportunity to consider this Certificate Agreement for at least 21 days from my receipt of this Certificate before signing itthe entire twenty-one (21) day period. To be eligible to receive the Severance Pay, COBRA Reimbursement and Accelerated Vesting, I must return a signed, unmodified original or PDF copy of this Certificate so that it is received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ([***]) no later than 21 days following the Separation Date (the “Consideration Period”). If I do not sign this Certificate, I will not be entitled to the Severance Pay, COBRA Reimbursement and Accelerated Vesting, but I will continue to be subject to the Continuing Obligations set forth in the Agreement. If I sign this Certificate, for For the period of seven (7) days from the date when I sign this CertificateAgreement becomes fully executed, I you have the right to revoke this Certificate Agreement by written notice to ▇▇. ▇▇▇▇▇▇the undersigned. For such a revocation to be effective, it must be delivered so that it is received by ▇▇. ▇▇▇▇▇▇ the undersigned at or before the expiration of the seven (7) day revocation period. This Certificate Agreement shall not become effective or enforceable during the revocation period. This Certificate Agreement shall become effective on the first business day following the expiration of the revocation period (the "Effective Date Date"). If this letter correctly states the understanding we have reached, please indicate your acceptance by countersigning the enclosed copy and returning it to me. Very truly yours, /s/ ▇▇▇▇▇ ▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer iRobot Corporation You are advised to consult with an attorney before signing this Agreement. The foregoing is agreed to and accepted by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date: 1/23/07 EXHIBIT A RELEASE AGREEMENT In consideration of the Certificate”Company's agreement to provide you with certain separation benefits, as set forth in paragraph 3(a) of the Agreement dated January 23,2007 between you and the Company (the "Agreement"). 5, you and your representatives, agents, estate, heirs, successors and assigns, absolutely and unconditionally hereby release, remise, discharge, indemnify and hold harmless the Company (defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors or assigns, and its and their respective current and/or former partners, directors, shareholders/stockholders, officers, employees, attorneys and/or agents, all both individually and in their official capacities), from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, contracts, torts, debts, damages, controversies, judgments, rights and demands, whether existing or contingent, known or unknown ("Claims"), which arise out of your employment with, change in employment status with, and/or separation of employment from, the Company. I This release is intended by you to be all encompassing and to act as a full and total release of any Claims, whether specifically enumerated herein or not, that you may have or have had against the Company arising from conduct occurring up to and through the date of this Agreement, including, but not limited to, any claims: relating to your employment by the Company or the termination of your employment with the Company; 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, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, bonuses, incentive compensation, stock, stock options, 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; provided, however, that this release shall not affect your vested rights under the Company's Section 401(k) plan or your rights under this Agreement. You agree that this Certificate is part you shall not seek or accept damages of any nature, other equitable or legal remedies for your own benefit, attorney's fees, or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement. You understand and agree that the terms of this Agreement are confidential and you will not disclose to others the terms of this Agreement, except as otherwise permitted by law and with the written consent of the Company, except that you may disclose this information to your immediate family or for purposes of securing professional, financial, tax or legal services, however, prior to that disclosure you will inform such persons that this confidentiality clause is in effect and that they are bound by it as well. You affirm that you have read this Release carefully. You affirm that you have been given at least 21 days to consider all of the terms of this Release, that you have been advised to consult with an attorney prior to executing this Release, and that you fully understand that by signing below you are voluntarily giving up any right which you may have to ▇▇▇ or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. You also understand that you have a period of seven days after signing this Release within which to revoke his agreement, and that neither you nor any other person is obligated to make any payments or provide any other benefits to you pursuant to the Agreement until eight days have passed since your signing of this Release without your signature having been revoked. Finally, you acknowledge that you have not been forced or pressured in any manner whatsoever to sign this Release, and you agree to all of its terms voluntarily. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇ SUBSCRIBED AND SWORN TO ME THIS 23RD DAY OF JANUARY, 2007. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------- Notary Public My commission expires: 12/27/2013 (SEAL) EXHIBIT B STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto iRobot Corporation, a Delaware corporation (the "Company"), an aggregate of __________ (__) shares of Common Stock, $0.01 par value per share, of the Company, standing in the undersigned's name on the books of the Company, represented by Common Stock Certificate Number(s) __________, and does hereby irrevocably constitute and appoint the Company as his attorney-in-fact to transfer said shares on the books of the Company with full power of substitution in the premises. This Stock Power may be executed by facsimile signature. DATED the _____ day of __________,2007. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ EXHIBIT C IROBOT CORP. INVENTION, CONFIDENTIALITY AGREEMENT (MANAGEMENT, TECHNICAL AND MARKETING/SALES) Agreement dated as of the 26 day of March, 2003, by and between iRobot Corp., a Delaware corporation (the "Company") having its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ 1/31/2022 ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Date This Amendment to Transition Agreement (this “Amendment”) is entered into and effective as of January 13, 2023 (the “Effective Date”"Employee"), residing at ** In consideration of employment by and between Klaviyothe Company, Inc. (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Employee”) (together the “Parties”).Employee agrees as follows:

Appears in 1 contract

Sources: Separation and Release Agreement (Irobot Corp)