The release had a very broad definition of the company (including officers, directors, shareholders, etc.), but a fairly reasonable scope of the claims I was releasing. So far, so good. But then it included a general non-disparagement provision, which basically said I couldn’t say anything bad about the company, which, by itself, is also fairly typical and reasonable.
Given the way the contract is worded it might be worth checking whether executing your own “general release” (without a non-disparagement agreement in it) would be sufficient, but I’m not a lawyer and maybe you need the counterparty to agree to it for it to count.
And as a matter of industry practice, this is of course an extremely non-standard requirement for retaining vested equity (or equity-like instruments), whereas it’s pretty common when receiving an additional severance package. (Though even in those cases I haven’t heard of any such non-disparagement agreement that was itself covered by a non-disclosure agreement… but would I have?)
Unfortunately, it looks like non-disparagement clauses aren’t unheard of in general releases:
http://www.shpclaw.com/Schwartz-Resources/severance-and-release-agreements-six-6-common-traps-and-a-rhetorical-question
https://joshmcguirelaw.com/civil-litigation/adventures-in-lazy-lawyering-the-broad-general-release
Given the way the contract is worded it might be worth checking whether executing your own “general release” (without a non-disparagement agreement in it) would be sufficient, but I’m not a lawyer and maybe you need the counterparty to agree to it for it to count.
And as a matter of industry practice, this is of course an extremely non-standard requirement for retaining vested equity (or equity-like instruments), whereas it’s pretty common when receiving an additional severance package. (Though even in those cases I haven’t heard of any such non-disparagement agreement that was itself covered by a non-disclosure agreement… but would I have?)