Separation Agreement and General Release (Alaska)

SEPARATION AGREEMENT AND GENERAL RELEASE

State of Alaska

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 [________________________________], Alaska [____]

(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 [__/__/____], working primarily in the State of Alaska;

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;

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 [__/__/____].

1.3 Final Wages -- Alaska Requirements.

(a) Alaska Final Pay Timing (AS 23.05.140). If Employee's employment is terminated by Company (involuntary discharge), Company shall pay all earned wages within three (3) working days after the Separation Date. If Employee voluntarily resigns, Company shall pay all earned wages at the next regular payday that is at least three (3) days after Company received notice of Employee's resignation.

(b) Final wages include all earned but unpaid base wages, overtime, and any other compensation owed through the Separation Date. Final wages shall be paid regardless of whether Employee executes this Agreement. Company shall not condition payment of earned wages on Employee's execution of this Agreement.

(c) PTO/Vacation Payout. Accrued but unused vacation or PTO shall be paid in accordance with Company's written policy. If Company's policy provides for payout of accrued vacation upon separation, such amount ($[________________________________]) shall be included in the final paycheck. Alaska does not have a statute requiring vacation payout absent an employer policy or agreement; however, any promise to pay vacation must be honored.

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

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 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 COBRA and any applicable Alaska continuation requirements. 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. 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 shall be governed by the applicable plan documents and award agreements. Vested but unexercised stock options must be exercised within [____] days following the Separation Date.

(b) Annual Bonus. ☐ Employee shall receive a pro-rated annual bonus for the fiscal year [____] in the amount of $[________________________________]. ☐ 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 Alaska law.

2.5 Tax Treatment and Section 409A Compliance.

(a) Severance payments shall be reported on IRS Form W-2. Company shall withhold all applicable federal and state income taxes, FICA, and other required withholdings. Note: Alaska does not impose a state personal income tax.

(b) The Parties intend that all payments under this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code. Each installment payment shall be treated as a separate payment for purposes of Section 409A. If Employee is a "specified employee," any payment constituting nonqualified deferred compensation payable upon separation from service shall be delayed until the first day of the seventh month following the Separation Date.

(c) Neither Party makes any representation regarding the tax treatment of any payment hereunder. Employee shall be solely responsible for Employee's taxes arising from payments under this Agreement.

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, 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.)
• 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.)
• ERISA (29 U.S.C. § 1001 et seq.) (excluding claims for vested benefits)
• The WARN Act (29 U.S.C. § 2101 et seq.)
• USERRA (38 U.S.C. § 4301 et seq.)
• 42 U.S.C. § 1981
• The Rehabilitation Act of 1973 (29 U.S.C. § 701 et seq.)
• The Pregnant Workers Fairness Act (42 U.S.C. § 2000gg et seq.)

(b) Alaska State Statutes:

• Alaska Human Rights Act (AS 18.80.200 et seq.), including claims of discrimination based on race, religion, color, national origin, age, sex, physical or mental disability, marital status, changes in marital status, pregnancy, or parenthood
• Alaska Wage and Hour Act (AS 23.10)
• Alaska Occupational Safety and Health Act (AS 18.60)
• Alaska Workers' Compensation Act (AS 23.30) (only to the extent waivable; workers' compensation benefits are not waived)
• Alaska Family Leave Act (AS 39.20) (if applicable to public employers)
• Alaska Whistleblower Protection Act (AS 39.90)
• Any claims under Alaska common law, including wrongful discharge in violation of public policy (per Knight v. American Guard & Alert, Inc., 714 P.2d 788 (Alaska 1986))

(c) Common Law Claims: All claims arising under common law, including 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. 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 applicable law;

(c) Any claim for workers' compensation benefits under AS 23.30;

(d) Any claim for unemployment insurance benefits under AS 23.20;

(e) Any right to indemnification or D&O insurance coverage;

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

(g) Employee's right to file a charge with the EEOC, the Alaska State Commission for Human Rights, the NLRB, the SEC, OSHA, DOL, or any other governmental agency, or to participate in any agency investigation or proceeding; provided, however, that Employee waives the right to recover monetary damages or individual relief in connection with any such charge or proceeding (except where prohibited by law);

(h) Employee's rights under Section 7 of the NLRA (29 U.S.C. § 157);

(i) Whistleblower protections under the Sarbanes-Oxley Act, Dodd-Frank Act, and Alaska Whistleblower Protection Act (AS 39.90);

(j) Any rights under the Speak Out Act regarding sexual assault or sexual harassment;

(k) Any rights that cannot be waived under Alaska law.

3.3 FLSA Wage Claims. The Parties acknowledge that a bona fide dispute exists regarding any potential FLSA wage claims. The consideration provided herein constitutes a fair and reasonable resolution. Employee represents that Employee has been paid all wages, overtime, and compensation owed through the Separation Date, or that disputes regarding such amounts are resolved through this Agreement.

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

3.5 Medicare Secondary Payer Act. Employee represents that: (a) Employee is not a Medicare beneficiary; OR (b) if Employee is a Medicare beneficiary, Employee has made reasonable efforts to determine whether any payments under this Agreement should be allocated to satisfy Medicare's interests under the Medicare Secondary Payer Act (42 U.S.C. § 1395y(b)).

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 receipt of this Agreement to consider whether to sign it (individual separation).

☐ Forty-five (45) calendar days from receipt of this Agreement to consider whether to sign it (group termination program). See Exhibit A for required OWBPA disclosures.

Employee may sign before expiration of the consideration period. Material or immaterial changes do not restart the consideration period.

4.4 Seven-Day Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing 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 until the revocation period expires without revocation.

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

4.6 Plain Language. This Agreement has been written in a manner calculated to be understood by Employee.

4.7 Group Termination Disclosures. ☐ If applicable: Exhibit A contains the required OWBPA disclosures regarding the decisional unit, eligibility factors, time limits, and ages/job titles of eligible and non-eligible individuals.

ARTICLE 5: CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 Confidentiality of Agreement Terms. Employee agrees to keep the terms and existence of this Agreement confidential and shall not disclose them except to: (a) Employee's spouse or domestic partner; (b) Employee's attorney, financial advisor, or tax preparer; (c) as required by law or valid legal process; or (d) as necessary to enforce this Agreement. Any person receiving disclosure under (a) must agree to maintain confidentiality.

5.2 Non-Disparagement.

(a) Employee agrees not to make disparaging, defamatory, or derogatory statements about Company, any member of the Company Group, or any Released Party.

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

5.3 NLRA Section 7 Carve-Out (McLaren Macomb Compliance). Nothing in this Agreement shall restrict Employee's rights under Section 7 of the NLRA (29 U.S.C. § 157), including the right to engage in protected concerted activity, discuss wages and working conditions with coworkers or union representatives, file unfair labor practice charges with the NLRB, or otherwise exercise NLRA-protected rights. This provision is included in accordance with McLaren Macomb, 372 NLRB No. 58 (2023).

5.4 Protected Disclosures. Nothing in this Agreement prohibits or restricts Employee from: (a) reporting possible violations of law to any governmental agency, including the SEC, EEOC, NLRB, DOL, OSHA, or the Alaska State Commission for Human Rights; (b) making disclosures protected under federal or state whistleblower statutes, including AS 39.90; (c) making disclosures regarding sexual assault or sexual harassment under the Speak Out Act; (d) cooperating with any governmental investigation; or (e) testifying truthfully in any proceeding. Employee need not notify Company before making such reports.

ARTICLE 6: DEFEND TRADE SECRETS ACT NOTICE

Pursuant to 18 U.S.C. § 1833(b): Employee is hereby notified that:

(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 that obligations under any previously executed confidentiality agreement, nondisclosure agreement, or invention assignment agreement with Company survive the termination of employment and remain in full force and effect.

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 competing business within [________________________________].

(b) Alaska Enforceability Note: Alaska generally enforces reasonable non-compete agreements. Courts apply a reasonableness analysis considering: (i) whether the restriction protects a legitimate business interest; (ii) whether the restriction is reasonable in scope, duration, and geographic area; and (iii) whether enforcement would impose undue hardship on the employee. Alaska courts may blue-pencil overbroad provisions. Ensure any non-compete included herein meets these standards.

7.3 Non-Solicitation. ☐ If applicable: For a period of [____] months following the Separation Date, Employee shall not directly or indirectly solicit or recruit employees of Company or solicit customers with whom Employee had material contact during the last [____] months of employment.

7.4 NLRA Savings Clause. Nothing in this Article shall restrict Employee's rights under Section 7 of the NLRA.

ARTICLE 8: RETURN OF COMPANY PROPERTY

8.1 On or before the Separation Date, Employee shall return all Company property, including but not limited to:

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

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

8.3 Company shall revoke Employee's system access as of the Separation Date.

ARTICLE 9: COOPERATION

9.1 Employee agrees to cooperate reasonably with Company regarding: (a) transition of duties; (b) any pending or future litigation, arbitration, or investigation; and (c) any audit or regulatory inquiry.

9.2 Company shall provide reasonable advance notice and shall not unreasonably interfere with Employee's subsequent employment.

9.3 Company shall reimburse reasonable out-of-pocket expenses incurred in connection with cooperation activities.

9.4 If cooperation exceeds [____] hours per calendar month, Company shall compensate Employee at $[________________________________] per hour.

ARTICLE 10: REFERENCE POLICY

10.1 Company agrees that in response to reference inquiries, Company shall provide: ☐ Dates of employment and last position held only. ☐ The reference in Exhibit B. ☐ Other: [________________________________].

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

ARTICLE 11: NO ADMISSION OF LIABILITY

This Agreement does not constitute an admission of wrongdoing, liability, or violation of any law by either Party.

ARTICLE 12: GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by the laws of the State of Alaska, without regard to conflicts of law principles.

12.2 Dispute Resolution.

☐ Litigation: Disputes shall be resolved in the state or federal courts in the [________________________________] Judicial District, State of Alaska.

☐ Arbitration: Disputes shall be resolved by binding arbitration in [________________________________], Alaska, administered by [________________________________]. Claims excluded from arbitration: (i) workers' compensation or unemployment benefits; (ii) claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act; (iii) claims that cannot be compelled to arbitration; and (iv) emergency injunctive relief.

12.3 Attorneys' Fees. The prevailing Party in any enforcement action shall be entitled to reasonable attorneys' fees and costs.

ARTICLE 13: GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with surviving restrictive covenant agreements, constitutes the entire agreement between the Parties regarding Employee's separation and supersedes all prior agreements, negotiations, and understandings.

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

13.3 Severability. If any provision is held invalid, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them enforceable.

13.4 Waiver. Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.

13.5 Counterparts. This Agreement may be executed in counterparts, including by electronic signature.

13.6 Notices. All notices shall be in writing and delivered personally, by certified mail, or by overnight courier to the addresses above.

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 during the seven-day revocation period (the "Effective Date"). If revoked, this Agreement is null and void and no severance benefits shall be paid.

14.2 If Employee is under age 40, the Effective Date shall be the date Employee signs this Agreement unless the Parties agree otherwise.

ARTICLE 15: ACKNOWLEDGMENTS

By signing below, Employee acknowledges and agrees that:

☐ Employee has carefully read and understands this entire Agreement;

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

☐ Employee is signing voluntarily, knowingly, and without duress;

☐ Employee has been given adequate time to consider this Agreement;

☐ The consideration in Article 2 exceeds anything Employee is already entitled to;

☐ Employee is not waiving any rights arising after the date of signing;

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

☐ Employee has returned all Company property.

ALASKA-SPECIFIC COMPLIANCE CHECKLIST

The following items must be verified before executing this Agreement:

☐ Final pay timing: Three (3) working days after discharge (AS 23.05.140); next regular payday (at least 3 days after notice) if voluntary resignation

☐ Final wages not conditioned on release: Earned wages paid independently of this Agreement

☐ PTO payout: Per employer policy; if policy provides for payout, include in final pay

☐ Alaska Human Rights Act claims released: AS 18.80.200 et seq. (race, religion, color, national origin, age, sex, disability, marital status, pregnancy, parenthood)

☐ Alaska State Commission for Human Rights: Right to file charge preserved

☐ Non-compete reasonableness: Reviewed for legitimate business interest, reasonable scope, duration, and geography under Alaska law

☐ Whistleblower protections preserved: AS 39.90 and federal protections

☐ OWBPA compliance: If Employee age 40+, all requirements met (consideration period, revocation period, attorney advice, plain language, adequate consideration)

☐ DTSA whistleblower notice included: 18 U.S.C. § 1833(b)

☐ NLRA Section 7 carve-out included: McLaren Macomb compliance

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

Sources and References

• Alaska Human Rights Act, AS 18.80, https://humanrights.alaska.gov/
• Alaska Final Pay Requirements, AS 23.05.140
• Alaska Wage and Hour Act, AS 23.10
• EEOC, Q&A: Understanding Waivers of Discrimination Claims, https://www.eeoc.gov/laws/guidance/qa-understanding-waivers-discrimination-claims-employee-severance-agreements
• NLRB, McLaren Macomb, 372 NLRB No. 58 (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)
• 29 U.S.C. § 626(f) (OWBPA Requirements)

This template is provided for informational purposes only by ezel.ai and does not constitute legal advice. Consult a qualified attorney licensed in Alaska before use.