Separation Agreement and General Release

SEPARATION AGREEMENT AND GENERAL RELEASE

PRIVILEGED AND CONFIDENTIAL

This Separation Agreement and General Release ("Agreement") is entered into by and between:

EMPLOYER: [________________________________] ("Company"), a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________]

EMPLOYEE: [________________________________] ("Employee"), an individual residing at [________________________________]

(Company and Employee are each a "Party" and collectively the "Parties.")

Date of Agreement: [__/__/____]

RECITALS

WHEREAS, Employee has been employed by Company in the position of [________________________________] since [__/__/____];

WHEREAS, the Parties have mutually agreed that Employee's employment with Company shall end effective [__/__/____] (the "Separation Date");

WHEREAS, the Parties desire to resolve all matters relating to Employee's employment and the termination thereof on the terms and conditions set forth herein;

WHEREAS, Company desires to provide Employee with certain separation benefits to which Employee is not otherwise entitled, in exchange for Employee's agreement to the terms of this Agreement, including the release of claims set forth below;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: SEPARATION OF EMPLOYMENT

1.1 Separation Date. Employee's employment with Company and all of its subsidiaries, affiliates, parents, and related entities (collectively, "Company Group") shall terminate effective as of the Separation Date. Employee hereby resigns from all positions held with any member of the Company Group, including any officer, director, manager, trustee, or fiduciary positions, effective as of the Separation Date.

1.2 Last Day of Work. Employee's last day of active work shall be [__/__/____]. The period between Employee's last day of active work and the Separation Date, if any, shall be treated as: ☐ Garden leave ☐ Paid time off ☐ Unpaid leave ☐ Other: [________________________________]

1.3 Final Wages. Company shall pay Employee all earned but unpaid base wages through the Separation Date in accordance with applicable state law. Such payment shall be made regardless of whether Employee executes this Agreement.

IMPORTANT STATE-SPECIFIC NOTE: Final pay timing varies significantly by state. The table below summarizes common requirements. Consult the applicable state template and state law for the governing jurisdiction.

1.4 Accrued Paid Time Off. Employee shall receive payment for accrued but unused paid time off ("PTO"), vacation, or similar benefits in the amount of [________________________________], subject to applicable withholdings. PTO payout is governed by applicable state law and Company policy. In states where earned vacation is treated as wages (e.g., Colorado, California, Illinois), Company shall pay all accrued vacation regardless of policy forfeiture provisions.

1.5 Expense Reimbursement. Employee shall submit all outstanding business expense reimbursement requests within [____] days of the Separation Date. Company shall reimburse all properly documented business expenses in accordance with Company policy and applicable law.

ARTICLE 2: SEVERANCE CONSIDERATION

In consideration for Employee's execution, non-revocation, and compliance with the terms of this Agreement, Company shall provide the following severance benefits, which Employee acknowledges exceed anything to which Employee is already entitled:

2.1 Severance Payment.

☐ Lump Sum: Company shall pay Employee the gross amount of $[________________________________] (equivalent to [____] weeks/months of base salary), less applicable federal, state, and local tax withholdings and authorized deductions, payable within [____] days following the Effective Date (as defined in Article 6).

☐ Installments: Company shall pay Employee the gross amount of $[________________________________], less applicable withholdings, in [____] equal installments of $[________________________________] each, on the Company's regular payroll dates, beginning on the first regular payroll date following the Effective Date.

2.2 Benefits Continuation.

(a) COBRA. Following the Separation Date, Employee shall be eligible to continue group health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and any applicable state continuation laws. Company shall provide the required COBRA election notice within the time prescribed by law.

(b) Company-Paid COBRA Bridge. ☐ If selected: Company shall pay or reimburse the employer portion of COBRA premiums for Employee's current level of coverage for a period of [____] months following the Separation Date, provided Employee timely elects COBRA continuation coverage. Thereafter, Employee shall be responsible for the full COBRA premium. This benefit shall cease earlier if Employee becomes eligible for coverage under another employer's group health plan or Medicare.

2.3 Outplacement Services. ☐ If applicable: Company shall provide Employee with outplacement services through [________________________________] for a period of [____] months, at Company's expense, not to exceed $[________________________________].

2.4 Equity and Bonus.

(a) Equity Awards. Treatment of Employee's outstanding equity awards (stock options, restricted stock units, performance shares, or similar awards) shall be governed by the applicable equity plan documents and award agreements. Any vested but unexercised stock options must be exercised within [____] days following the Separation Date, or such earlier date as specified in the applicable award agreement.

(b) Annual Bonus. ☐ Employee shall receive a pro-rated annual bonus for the fiscal year [____] in the amount of $[________________________________], payable at the time bonuses are paid to active employees generally. ☐ Employee shall not be entitled to any annual bonus for the fiscal year [____].

(c) Commissions. Any earned but unpaid commissions through the Separation Date shall be paid in accordance with the applicable commission plan and state law.

2.5 Tax Treatment and Section 409A Compliance.

(a) Severance payments described in Section 2.1 shall be reported on IRS Form W-2. Company shall withhold all applicable federal, state, and local income taxes, FICA, and other required withholdings.

(b) The Parties intend that all payments under this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code ("Section 409A"). To the extent applicable, each installment payment shall be treated as a separate payment for purposes of Section 409A. If Employee is a "specified employee" within the meaning of Section 409A, any payment that constitutes nonqualified deferred compensation and is payable upon separation from service shall be delayed until the first day of the seventh month following the Separation Date (or Employee's death, if earlier), at which time all delayed payments shall be paid in a lump sum.

(c) Notwithstanding any other provision, neither Party makes any representation regarding the tax treatment of any payment hereunder. Employee shall be solely responsible for payment of any taxes, interest, or penalties arising from payments under this Agreement, except for Company's share of employment taxes.

ARTICLE 3: GENERAL RELEASE OF CLAIMS

3.1 Employee Release. In consideration of the severance benefits described in Article 2, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors, and assigns, hereby knowingly, voluntarily, and irrevocably releases and forever discharges Company and each member of the Company Group, together with their respective current and former officers, directors, employees, shareholders, partners, members, managers, agents, attorneys, insurers, predecessors, successors, assigns, parents, subsidiaries, and affiliates (collectively, the "Released Parties"), from any and all claims, demands, actions, causes of action, suits, damages, losses, expenses, obligations, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, which Employee has, had, or may have against any Released Party arising out of or relating to Employee's employment with Company or the termination thereof, from the beginning of time through the date Employee signs this Agreement, including but not limited to claims arising under:

(a) Federal Statutes:

• Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000e et seq.)
• The Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. § 621 et seq.), including the Older Workers Benefit Protection Act
• The Americans with Disabilities Act of 1990, as amended (42 U.S.C. § 12101 et seq.)
• The Genetic Information Nondiscrimination Act of 2008 (42 U.S.C. § 2000ff et seq.)
• The Equal Pay Act of 1963 (29 U.S.C. § 206(d))
• The Family and Medical Leave Act of 1993 (29 U.S.C. § 2601 et seq.)
• The Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.) (excluding claims for vested benefits)
• The Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.)
• The Uniformed Services Employment and Reemployment Rights Act (38 U.S.C. § 4301 et seq.)
• Section 1981 of the Civil Rights Act of 1866 (42 U.S.C. § 1981)
• The Rehabilitation Act of 1973 (29 U.S.C. § 701 et seq.)
• The Immigration and Nationality Act (8 U.S.C. § 1101 et seq.)
• The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.)
• The Pregnant Workers Fairness Act (42 U.S.C. § 2000gg et seq.)
• The PUMP for Nursing Mothers Act

(b) State and Local Laws: All applicable state and local anti-discrimination, civil rights, employment, wage and hour, and labor statutes, ordinances, and regulations of the governing jurisdiction, including but not limited to the state civil rights act, state wage payment laws, state family leave laws, and any local human rights ordinances.

(c) Common Law Claims: All claims arising under common law, including but not limited to breach of contract (express or implied), breach of the implied covenant of good faith and fair dealing, promissory estoppel, negligent or intentional infliction of emotional distress, fraud, misrepresentation, defamation, invasion of privacy, wrongful discharge, tortious interference, and negligence.

3.2 Carve-Outs from Release. Notwithstanding the foregoing, this release does NOT waive or release:

(a) Employee's right to enforce the terms of this Agreement;

(b) Any claim for vested benefits under any Company-sponsored employee benefit plan governed by ERISA or other applicable law;

(c) Any claim for workers' compensation benefits;

(d) Any claim for unemployment insurance benefits;

(e) Any right to indemnification or directors' and officers' insurance coverage to which Employee may be entitled under Company's bylaws, charter, operating agreement, insurance policies, or applicable law;

(f) Any claim that arises after the date Employee signs this Agreement;

(g) Employee's right to file a charge of discrimination with the Equal Employment Opportunity Commission ("EEOC"), the National Labor Relations Board ("NLRB"), the Securities and Exchange Commission ("SEC"), the Occupational Safety and Health Administration ("OSHA"), the Department of Labor ("DOL"), or any other federal, state, or local agency, or to participate in any agency investigation or proceeding; provided, however, that Employee waives the right to recover any monetary damages or other individual relief in connection with any such charge or proceeding (except as prohibited by law);

(h) Employee's rights under Section 7 of the National Labor Relations Act (29 U.S.C. § 157), including the right to engage in concerted activity for mutual aid and protection;

(i) Any rights that cannot be waived as a matter of law, including whistleblower protections under the Sarbanes-Oxley Act (18 U.S.C. § 1514A), the Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. § 78u-6), and other applicable whistleblower statutes;

(j) Any claims under the Speak Out Act (Pub. L. 117-224) regarding sexual assault or sexual harassment;

(k) Any rights under applicable state law that cannot be waived by private agreement.

3.3 FLSA Wage Claims. The Parties acknowledge that the enforceability of private releases of claims under the Fair Labor Standards Act (29 U.S.C. § 201 et seq.) absent DOL supervision or court approval remains subject to debate. To the extent Employee has any potential FLSA wage claims, the Parties represent that a bona fide dispute exists regarding such claims, that the consideration provided herein constitutes a fair and reasonable resolution, and that this Agreement is entered into knowingly and voluntarily. Employee represents that Employee has been paid all wages, overtime, and other compensation owed through the Separation Date, or that any disputes regarding such amounts have been resolved through the consideration provided in this Agreement.

3.4 Unknown Claims. Employee acknowledges that this release includes claims that Employee may not presently know about or suspect to exist. Employee expressly waives any rights under any statute or common law principle that would otherwise limit the release to claims known or suspected at the time of signing, to the fullest extent permitted by applicable law.

STATE-SPECIFIC NOTE: Some states (e.g., California under Cal. Civ. Code § 1542) have specific statutory provisions regarding unknown claims. Consult the applicable state template and include required language.

3.5 Medicare Secondary Payer Act. Employee represents and warrants that: (a) Employee is not a Medicare beneficiary as of the date of this Agreement; OR (b) if Employee is a Medicare beneficiary, Employee has made reasonable and good faith efforts to determine whether any of the payments under this Agreement should be allocated to satisfy Medicare's interests under the Medicare Secondary Payer Act (42 U.S.C. § 1395y(b)). The Parties agree to cooperate in complying with Medicare's reporting and conditional payment recovery requirements.

ARTICLE 4: ADEA/OWBPA COMPLIANCE

This section applies if Employee is age 40 or older at the time of signing.

4.1 Specific ADEA Reference. Employee understands and acknowledges that by signing this Agreement, Employee is waiving and releasing claims under the Age Discrimination in Employment Act of 1967 ("ADEA"), as amended by the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f).

4.2 Advice to Consult Attorney. Employee is hereby advised in writing to consult with an attorney of Employee's choosing before signing this Agreement. Employee acknowledges that Employee has had the opportunity to consult with an attorney and has either done so or voluntarily chosen not to do so.

4.3 Consideration Period. Employee has been given:

☐ Twenty-one (21) calendar days from the date Employee receives this Agreement to consider whether to sign it (applicable to individual separations).

☐ Forty-five (45) calendar days from the date Employee receives this Agreement to consider whether to sign it (applicable to group termination programs, exit incentive programs, or other employment termination programs).

Employee may sign this Agreement before the expiration of the consideration period, but is not required to do so. Any changes to this Agreement, whether material or immaterial, do not restart the consideration period.

4.4 Seven-Day Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing it by delivering written notice of revocation to [________________________________] at [________________________________] (email: [________________________________]). The revocation must be received by the end of the seventh day. This Agreement shall not become effective or enforceable until the revocation period has expired without Employee exercising the right of revocation.

4.5 Adequate Consideration. Employee acknowledges that the severance benefits described in Article 2 constitute consideration in addition to anything of value to which Employee is already entitled.

4.6 Written in Understandable Manner. This Agreement has been written in a manner calculated to be understood by Employee.

4.7 Group Termination Disclosures. ☐ If applicable (45-day consideration period): The attached Exhibit A contains the OWBPA-required disclosures, including: (a) the class, unit, or group of individuals covered by the program; (b) the eligibility factors for the program; (c) any applicable time limits; (d) the job titles and ages of all individuals eligible or selected for the program in the applicable decisional unit; and (e) the ages of all individuals in the same job classification or organizational unit who are not eligible or selected for the program.

ARTICLE 5: CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 Confidentiality of Agreement Terms. Employee agrees to keep the terms, conditions, and existence of this Agreement confidential and shall not disclose them to any person or entity except: (a) Employee's spouse or domestic partner; (b) Employee's attorney, financial advisor, or tax preparer; (c) as required by law, regulation, or valid legal process; or (d) as necessary to enforce the terms of this Agreement. Any person to whom disclosure is made under subsection (a) shall be informed of the confidentiality obligation and shall agree to be bound by it.

5.2 Non-Disparagement.

(a) Employee agrees not to make any disparaging, defamatory, or derogatory statements about Company, any member of the Company Group, or any Released Party, to any third party, including but not limited to media, customers, vendors, employees, or competitors.

(b) Company agrees to direct its current officers and senior executives not to make any disparaging, defamatory, or derogatory statements about Employee to any third party.

5.3 NLRA Section 7 Carve-Out (McLaren Macomb Compliance). Notwithstanding Sections 5.1 and 5.2, nothing in this Agreement shall be construed to restrict, limit, or interfere with Employee's rights under Section 7 of the National Labor Relations Act (29 U.S.C. § 157), including the right to engage in protected concerted activity, discuss wages, terms, and conditions of employment with co-workers or union representatives, file unfair labor practice charges with the NLRB, or otherwise exercise rights protected by the NLRA. This provision applies to non-supervisory employees and is included in accordance with the National Labor Relations Board's decision in McLaren Macomb, 372 NLRB No. 58 (2023), as enforced by the U.S. Court of Appeals for the Sixth Circuit.

5.4 Protected Disclosures. Nothing in this Agreement shall prohibit or restrict Employee from: (a) reporting possible violations of law to any federal, state, or local governmental agency or regulatory authority, including the SEC, EEOC, NLRB, DOL, or OSHA; (b) making disclosures protected under the whistleblower provisions of any federal or state law; (c) making disclosures regarding sexual assault or sexual harassment as protected by the Speak Out Act (Pub. L. 117-224); (d) cooperating with or participating in any governmental investigation or proceeding; or (e) testifying truthfully in any legal proceeding. Employee is not required to notify Company before making any such report or disclosure.

ARTICLE 6: DEFEND TRADE SECRETS ACT NOTICE

Pursuant to 18 U.S.C. § 1833(b): Employee is hereby notified that, notwithstanding any other provision of this Agreement or any other agreement between Employee and Company:

(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

ARTICLE 7: RESTRICTIVE COVENANTS

7.1 Continuing Obligations. Employee acknowledges and agrees that Employee's obligations under any previously executed confidentiality agreement, nondisclosure agreement, invention assignment agreement, or similar agreement with Company shall survive the termination of Employee's employment and remain in full force and effect in accordance with their terms. Such agreements include: [________________________________].

7.2 Non-Competition. ☐ If applicable:

(a) For a period of [____] months following the Separation Date, Employee shall not directly or indirectly engage in, be employed by, consult for, or provide services to any business that competes with Company within [________________________________] (the "Restricted Territory").

(b) Employee acknowledges that this non-competition restriction is supported by adequate consideration and protects Company's legitimate business interests, including trade secrets and confidential information.

STATE-SPECIFIC NOTE: Non-compete enforceability varies dramatically by state. Some states (California, Minnesota, North Dakota, Oklahoma) ban most employee non-competes. Other states (Colorado, DC, Oregon, Washington) impose income thresholds or other restrictions. Consult the applicable state template before including non-competition provisions.

7.3 Non-Solicitation. ☐ If applicable: For a period of [____] months following the Separation Date, Employee shall not directly or indirectly: (a) solicit, recruit, or hire any employee of Company or encourage any employee to leave Company's employment; or (b) solicit or divert any customer, client, or vendor of Company with whom Employee had material contact during the last [____] months of employment.

7.4 NLRA Savings Clause. Nothing in this Article 7 shall be construed to restrict Employee's rights under Section 7 of the NLRA, including the right to discuss wages, hours, and working conditions with coworkers or union representatives.

ARTICLE 8: RETURN OF COMPANY PROPERTY

8.1 On or before the Separation Date, Employee shall return to Company all Company property in Employee's possession, custody, or control, including but not limited to:

☐ Laptop computers and peripherals
☐ Mobile phones, tablets, and other electronic devices
☐ Access badges, keys, and security cards
☐ Credit cards and purchasing cards
☐ Files, documents, and records (whether in physical or electronic form)
☐ Proprietary information, trade secrets, and confidential materials
☐ Customer lists, vendor lists, and business contact information
☐ Software, tools, and equipment
☐ Company vehicles
☐ Other: [________________________________]

8.2 Employee represents and warrants that Employee has not retained copies of any Company confidential information, trade secrets, or proprietary materials on any personal device, cloud storage account, email account, or other medium.

8.3 Company shall revoke Employee's access to all Company systems, email, networks, and accounts as of the Separation Date, except as expressly agreed in writing.

ARTICLE 9: COOPERATION

9.1 Employee agrees to cooperate reasonably with Company in connection with: (a) the transition of Employee's duties and responsibilities; (b) any pending or future litigation, arbitration, regulatory proceeding, or governmental investigation involving Company in which Employee has relevant knowledge or information; and (c) any audit or regulatory inquiry.

9.2 Company shall provide Employee with reasonable advance notice of any required cooperation and shall schedule cooperation activities at times that do not unreasonably interfere with Employee's subsequent employment.

9.3 Company shall reimburse Employee for reasonable out-of-pocket expenses incurred in connection with cooperation activities, including travel expenses, upon submission of appropriate documentation.

9.4 If cooperation activities exceed [____] hours in any calendar month, Company shall compensate Employee at a rate of $[________________________________] per hour.

ARTICLE 10: REFERENCE POLICY

10.1 Company agrees that in response to reference inquiries regarding Employee, Company shall provide only the following information: ☐ Dates of employment and last position held (neutral reference). ☐ The reference set forth in the attached Exhibit B. ☐ Other: [________________________________]

10.2 All reference inquiries shall be directed to [________________________________] at [________________________________].

ARTICLE 11: NO ADMISSION OF LIABILITY

11.1 This Agreement does not constitute and shall not be construed as an admission by Company or Employee of any wrongdoing, liability, or violation of any law, regulation, or duty. The Parties enter into this Agreement solely for the purpose of resolving all matters related to Employee's employment and separation in an amicable manner.

ARTICLE 12: GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to its conflicts of law principles.

12.2 Dispute Resolution.

☐ Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [________________________________] County, [________________________________]. Each Party irrevocably consents to the personal jurisdiction and venue of such courts.

☐ Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by [________________________________] in accordance with its then-current employment arbitration rules. The arbitration shall be conducted in [________________________________] before a single arbitrator. The arbitrator shall have the authority to award any relief available under applicable law. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, the following claims shall NOT be subject to mandatory arbitration: (i) claims for workers' compensation or unemployment benefits; (ii) claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. § 401 et seq.); (iii) claims that cannot be compelled to arbitration under applicable law; and (iv) either Party's right to seek emergency injunctive relief from a court of competent jurisdiction.

12.3 Jury Waiver. ☐ If applicable and enforceable under governing state law: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

ARTICLE 13: GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with any surviving restrictive covenant agreements identified in Section 7.1, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written, relating to Employee's separation from employment.

13.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent.

13.4 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision in the future.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

13.6 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns. Employee may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any successor or assignee of all or substantially all of its business or assets.

13.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the Parties at the addresses set forth above, or to such other address as a Party may designate in writing.

13.8 Construction. This Agreement shall be construed as a whole and in accordance with its fair meaning. The headings are for convenience only and shall not affect the interpretation of this Agreement. Both Parties have participated in the drafting of this Agreement, and no presumption of construction shall apply against either Party.

ARTICLE 14: EFFECTIVE DATE

14.1 This Agreement shall become effective on the eighth (8th) calendar day after Employee signs it, provided Employee does not revoke this Agreement during the seven (7) day revocation period described in Section 4.4 (the "Effective Date"). If Employee revokes this Agreement, it shall be null and void, and Employee shall not be entitled to any severance benefits under Article 2.

14.2 If the ADEA/OWBPA provisions of Article 4 do not apply (because Employee is under age 40), the Effective Date shall be the date Employee signs this Agreement, unless the Parties agree to a different revocation or consideration period.

ARTICLE 15: ACKNOWLEDGMENTS

By signing below, Employee acknowledges and agrees that:

☐ Employee has carefully read this Agreement in its entirety and understands all of its terms;

☐ Employee has been advised in writing to consult with an attorney before signing this Agreement and has had the opportunity to do so;

☐ Employee is signing this Agreement voluntarily, knowingly, and of Employee's own free will, without duress or coercion;

☐ Employee has been given adequate time to consider this Agreement as set forth in Section 4.3;

☐ Employee is not waiving any rights or claims that arise after the date Employee signs this Agreement;

☐ The consideration provided under Article 2 is in addition to anything of value to which Employee is already entitled;

☐ Employee has not relied on any representations, promises, or statements not contained in this Agreement;

☐ Employee understands that this Agreement includes a release of claims under the ADEA (if applicable);

☐ Employee has returned all Company property as required by Article 8.

SIGNATURES

EMPLOYEE:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

COMPANY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBITS

☐ Exhibit A: OWBPA Group Termination Disclosures (if applicable)
☐ Exhibit B: Reference Letter / Reference Policy
☐ Exhibit C: Severance Payment Schedule
☐ Exhibit D: Summary of Surviving Restrictive Covenant Agreements
☐ Exhibit E: Equity Award Treatment Summary
☐ Exhibit F: Arbitration Agreement (if applicable)

MULTI-STATE COMPARISON TABLE

The following table is provided for reference when this Universal template is used across multiple jurisdictions. Always consult the state-specific template for the governing jurisdiction.

Sources and References

• EEOC, Q&A: Understanding Waivers of Discrimination Claims in Employee Severance Agreements, https://www.eeoc.gov/laws/guidance/qa-understanding-waivers-discrimination-claims-employee-severance-agreements
• NLRB, McLaren Macomb, 372 NLRB No. 58 (Feb. 21, 2023), https://www.nlrb.gov/news-outreach/news-story/board-rules-that-employers-may-not-offer-severance-agreements-requiring
• 18 U.S.C. § 1833(b) (DTSA Whistleblower Immunity Notice), https://www.law.cornell.edu/uscode/text/18/1833
• 29 U.S.C. § 626(f) (OWBPA Requirements), https://www.law.cornell.edu/uscode/text/29/626
• IRS Section 409A Guidance, https://www.irs.gov/retirement-plans/irc-409a-nonqualified-deferred-compensation-plans

This template is provided for informational purposes only by ezel.ai and does not constitute legal advice. Employment separation agreements involve complex federal and state requirements. Consult a qualified attorney licensed in the applicable jurisdiction before use. Laws and regulations may have changed since the last update date.