Separation Agreement and General Release (CA)

SEPARATION AGREEMENT AND GENERAL RELEASE

California — Counsel-Completion Form

Use gate. Do not circulate this Agreement for signature until Schedules A through F are complete and California employment counsel has inserted every claim-specific, age-related, group-program, benefit, confidentiality, restrictive-covenant, protected-rights, tax, and dispute provision required for this separation.

1. PARTIES AND SEPARATION RECORD

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

Employer: [FULL LEGAL NAME / ENTITY TYPE / ADDRESS]

Employee: [FULL LEGAL NAME / ADDRESS]

Employee's Position: [____]

Start Date: [____]

Last Day Worked: [____]

Employment Separation Date: [____]

Agreement Delivery Date: [____]

Signature Deadline Supplied by Counsel: [____]

Effective Date Under the Completed Counsel Module: [____]

1.1 Separation Characterization

The Parties record the separation as:

☐ Resignation

☐ Employer-initiated separation

☐ Reduction or restructuring

☐ End of fixed assignment or project

☐ Mutual separation

☐ Other: [____]

This characterization is a factual record for this Agreement. It does not decide eligibility for any benefit, agency determination, insurance coverage, or third-party right.

2. REQUIRED REVIEW MATRIX

Counsel shall complete this matrix and attach the identified module or instruction.

3. AMOUNTS OWED WITHOUT THIS AGREEMENT

Schedule A shall separately identify every amount or item the Employer determines is owed regardless of whether Employee signs or revokes this Agreement.

Amounts in this Section are not consideration for the release unless counsel determines and states otherwise in Schedule A. Signing is not a condition to receiving an undisputed item listed as independently owed.

4. SEPARATION CONSIDERATION

In exchange for the signed promises and release supplied in the completed schedules, Employer will provide the following consideration beyond the items listed in Section 3:

Schedule A shall state withholding, deductions, payee, delivery method, installment dates, returned-payment procedure, death-before-payment treatment, and the effect of any timely revocation under an inserted module.

No benefit, reference, payment, coverage, vesting, tax result, or service is promised unless stated in this Agreement or a signed schedule. A plan administrator, insurer, taxing authority, or other third party is not bound merely because the Parties sign this Agreement.

5. RELEASE — COUNSEL-SUPPLIED SCHEDULE REQUIRED

5.1 Operative Release

In exchange for the consideration in Section 4, Employee releases only the persons, entities, claims, and time period expressly identified in Schedule C, subject to every exclusion and preserved right stated there.

Schedule C is mandatory. If Schedule C is blank, missing, unsigned, or marked "draft," this Section does not supply a general release by itself.

5.2 Release Cutoff

The release cutoff is [DATE / TIME], which shall not extend beyond Employee's execution of the completed Agreement.

5.3 Claim Inventory

Schedule C shall distinguish:

• known asserted claims;
• known unasserted disputes;
• unknown claims counsel determines may be released;
• wage, benefit, leave, safety, discrimination, retaliation, contract, tort, and statutory categories;
• claims or remedies excluded from the release;
• claims arising after the release cutoff;
• plan or vested-benefit rights;
• workers' compensation, unemployment, or insurance matters;
• government reporting, participation, testimony, cooperation, and award rights;
• enforcement of this Agreement; and
• any claim requiring its own language, consideration, timing, disclosure, filing, or approval.

5.4 Age-Related and Group-Program Module

This template contains no age-related claim waiver, consideration period, revocation period, effective-date formula, decisional-unit disclosure, eligibility disclosure, or group-program schedule. If counsel determines that any such module is needed, counsel must insert the complete current module in Schedule C and reconcile every date and payment condition throughout the Agreement.

5.5 Employer Release

☐ No Employer release is given.

☐ Employer gives only the release stated in Schedule C, subject to its stated exclusions.

6. PRESERVED COMMUNICATIONS AND CONDUCT

Nothing in this Agreement is intended to prohibit Employee from:

1. communicating with a government body or official;
2. reporting suspected unlawful conduct or safety concerns;
3. responding truthfully to legal process;
4. participating in an investigation or proceeding;
5. consulting Employee's lawyer, tax advisor, medical provider, or immediate family subject to an applicable confidentiality request;
6. discussing information that the completed Schedule C expressly preserves; or
7. receiving an award or other relief that Schedule C preserves.

No prior notice to Employer is required for a government communication preserved by Schedule C. Counsel shall add any role-, claim-, program-, or location-specific language needed for the completed agreement.

7. EMPLOYER PROPERTY, RECORDS, AND INFORMATION

Schedule D shall list each device, credential, key, card, document, record, vehicle, sample, tool, fund, and other item to be returned, with custodian, return method, deadline, condition, and receipt.

Before deleting or transferring data, the Parties shall use the process in Schedule D to identify Employee's personal information, Company information, litigation holds, regulatory records, licensed materials, and third-party data. Schedule D shall state which information Employee may retain and which information must be returned, preserved, transferred, or deleted.

Any return or deletion certification must describe the search performed, devices reviewed, exceptions, inaccessible locations, retained copies, and date. A blanket certification is not used when the facts are uncertain.

8. CONFIDENTIALITY, NON-DISPARAGEMENT, AND RESTRICTIONS

8.1 Selection

☐ No new confidentiality, non-disparagement, noncompetition, nonsolicitation, no-hire, customer, employee, geographic, or activity restriction is created.

☐ A narrowly defined promise appears only in Schedule D after counsel review.

8.2 Required Detail

Any Schedule D promise shall state:

• the exact information, statement, person, customer, activity, or interest covered;
• exclusions and preserved communications;
• persons to whom disclosure remains permitted;
• government, legal-process, testimony, and advisor exceptions;
• duration and geographic or activity scope, if any;
• correction or notice process where appropriate;
• whether the promise is mutual and who speaks for Employer;
• treatment of any earlier agreement; and
• remedies supplied after separate review.

This Agreement does not renew, expand, validate, or waive a disputed earlier restriction merely by referring to it. Schedule D must quote or attach every term intended to continue and state its treatment.

No liquidated amount, automatic forfeiture, repayment, injunction, fee shift, presumption of harm, or damages cap applies unless Schedule F expressly supplies a reviewed term.

9. COOPERATION AND REFERENCES

Employee will provide only the cooperation specifically described below, subject to the preserved terms in Schedule C:

Employer's authorized reference response is limited to: [DATES / TITLE / ELIGIBILITY / ATTACHED LETTER / OTHER].

Authorized responder: [____]

No individual outside the authorized process promises a recommendation or particular response.

10. TAXES, BENEFITS, AND OTHER ADVICE

Schedule B and Schedule E shall identify plan documents, notices, election forms, coverage dates, premiums, beneficiaries, account access, equity documents, deferred compensation, payroll treatment, tax reporting, and advisor assumptions.

Neither Party guarantees a tax result, benefit eligibility decision, insurer action, plan-administrator decision, or agency determination. Each Party may obtain independent advice. This clause does not shift a payment, reporting, withholding, or plan duty that Schedule A, B, or E assigns.

11. DISPUTE TERMS — SCHEDULE F CONTROLS

Schedule F shall state, after counsel review:

If Schedule F is incomplete, this Agreement creates no new arbitration clause, jury waiver, exclusive forum, prevailing-party fee rule, injunction presumption, bond waiver, indemnity, liability cap, liquidated damages, or shortened limitations period.

12. GENERAL TERMS

12.1 Complete Agreement

This Agreement and completed schedules state the Parties' agreement concerning separation. Earlier agreements continue only as Schedule D states: [____].

12.2 No Admission

The Agreement resolves disputed or uncertain matters without an admission of liability, wrongdoing, or entitlement by either Party.

12.3 Amendments

An amendment must be in a record signed by both Parties and must receive any additional review, consideration, timing, disclosure, or approval identified by counsel.

12.4 Severability and Reformation

If a term cannot be enforced, the remaining terms shall be considered independently. No court or decision-maker is authorized by this clause to expand a restriction or release beyond the Parties' completed language and applicable authority.

12.5 Signing Method and Copies

Schedule F shall identify the signing method, identity and assent evidence, counterpart treatment, custody of originals, delivery, and reproducible copy. This clause does not declare every electronic signature sufficient for every related notice, plan, filing, or transaction.

13. ACKNOWLEDGMENTS AND SIGNATURES

By signing, each Party acknowledges only that the Party has read the completed Agreement and schedules, had the review opportunity stated in Schedule C, and intends to be bound on the effective date stated there.

EMPLOYER

Legal name: [____]

By: [____]

Title: [____]

Signature: ______________________________

Date: [__/__/____]

EMPLOYEE

Name: [____]

Signature: ______________________________

Date: [__/__/____]

REQUIRED SCHEDULES

SCHEDULE A — COMPENSATION AND PAYMENT INSTRUCTIONS

[ITEMS OWED WITHOUT SIGNATURE / NEW CONSIDERATION / CALCULATIONS / DATES / CONDITIONS / WITHHOLDING / REVOCATION EFFECT]

SCHEDULE B — BENEFITS AND PLAN DOCUMENTS

[PLAN / ADMINISTRATOR / COVERAGE / NOTICE / ELECTION / PREMIUM / EQUITY / ACCOUNT ACCESS / CONTACT]

SCHEDULE C — RELEASE, EXCLUSIONS, PRESERVED RIGHTS, AND ANY REQUIRED TIMING OR DISCLOSURE MODULE

[RELEASED PARTIES / CLAIM INVENTORY / CUTOFF / EXCLUSIONS / PRESERVED RIGHTS / COUNSEL-SUPPLIED MODULES / SIGNATURE]

SCHEDULE D — PROPERTY, DATA, CONFIDENTIALITY, AND EXISTING-AGREEMENT TREATMENT

[PROPERTY INVENTORY / RETURN PROCESS / DATA PROCESS / CONTINUING TERMS / NEW REVIEWED TERMS]

SCHEDULE E — TAX AND DEFERRED-COMPENSATION INSTRUCTIONS

[PAYROLL CLASSIFICATION / REPORTING / DEFERRED-COMPENSATION REVIEW / ADVISOR / ASSUMPTIONS]

SCHEDULE F — DISPUTE, REMEDY, SIGNING, AND IMPLEMENTATION TERMS

[GOVERNING LAW / FORUM / ARBITRATION / JURY / FEES / REMEDIES / SIGNING / DELIVERY / EFFECTIVE DATE]