Separation Agreement and General Release (Delaware)

SEPARATION AGREEMENT AND GENERAL RELEASE

State of Delaware

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 [________________________________], Delaware [____]

Date of Agreement: [__/__/____]

RECITALS

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

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

WHEREAS, Company desires to provide Employee with separation benefits in exchange for the terms herein;

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1: SEPARATION OF EMPLOYMENT

1.1 Separation Date. Employment terminates as of the Separation Date.

1.2 Last Day of Work. [__/__/____].

1.3 Final Wages -- Delaware Requirements.

(a) Delaware Final Pay (19 Del. C. § 1103). Upon quit, resignation, discharge, suspension, or layoff, all earned wages become due on the later of: (i) the next date wages would be paid through the last day worked under the regular pay cycle, or (ii) three (3) business days after the last day worked.

(b) Company shall NOT condition earned wages on execution of this Agreement.

(c) PTO/Vacation Payout. Delaware does not have a specific statute requiring vacation payout. Payout is governed by Company policy or agreement. If Company policy provides for payout, $[________________________________] shall be included in the final paycheck.

1.4 Expense Reimbursement. Submit within [____] days.

ARTICLE 2: SEVERANCE CONSIDERATION

2.1 Severance Payment. ☐ Lump Sum: $[________________________________] ☐ Installments: $[________________________________] in [____] installments.

2.2 COBRA. Employee eligible. ☐ Company-paid bridge: [____] months.

2.3 Outplacement. ☐ Through [________________________________] for [____] months, not to exceed $[________________________________].

2.4 Equity/Bonus. Per plan documents.

2.5 Tax Treatment. W-2; Delaware state income tax withheld. IRC § 409A compliance. Employee responsible for own taxes.

ARTICLE 3: GENERAL RELEASE OF CLAIMS

3.1 Employee Release. Employee releases all claims through signing, including:

(a) Federal Statutes: Title VII, ADEA, ADA, GINA, Equal Pay Act, FMLA, ERISA (excluding vested benefits), WARN Act, USERRA, 42 U.S.C. § 1981, Rehabilitation Act, Pregnant Workers Fairness Act.

(b) Delaware State Statutes:

• Delaware Discrimination in Employment Act (19 Del. C. § 710 et seq. / "DDEA") -- prohibits employment discrimination based on race, marital status, genetic information, color, age (40+), religion, sex (including pregnancy, childbirth, and related conditions), sexual orientation, gender identity, national origin, disability, reproductive health decisions, and family responsibilities. Covers employers with four (4) or more employees.
• Delaware Handicapped Persons Employment Protections Act (19 Del. C. § 720 et seq.)
• Delaware Wage Payment and Collection Act (19 Del. C. § 1101 et seq.)
• Delaware Whistleblower Protection Act (19 Del. C. § 1701 et seq.)
• Delaware Pregnant Workers Fairness Act (19 Del. C. § 710 et seq.)
• Delaware Family and Medical Leave Act (applicable to employers with 50+ employees)
• Delaware Healthy Delaware Families Act (Paid Family Leave, effective 2026)
• All other applicable Delaware statutory claims

(c) Common Law Claims: Breach of contract, breach of implied covenant of good faith and fair dealing, promissory estoppel, emotional distress, fraud, defamation, invasion of privacy, wrongful discharge, tortious interference, negligence.

3.2 Carve-Outs. NOT waived: (a) enforce Agreement; (b) vested benefits; (c) workers' comp (19 Del. C. § 2301 et seq.); (d) unemployment; (e) indemnification/D&O; (f) post-signing claims; (g) charges with EEOC, Delaware Department of Labor (DDOL), NLRB, SEC, OSHA, DOL; (h) Section 7 NLRA; (i) whistleblower protections (19 Del. C. § 1701 et seq., Sarbanes-Oxley, Dodd-Frank); (j) Speak Out Act; (k) unwaivable rights.

3.3 FLSA Claims. Bona fide dispute acknowledged.

3.4 Unknown Claims. Known and unknown claims released to fullest extent under Delaware law.

ARTICLE 4: ADEA/OWBPA COMPLIANCE

4.1 ADEA claims waived. 4.2 Attorney advice. 4.3 ☐ 21 / ☐ 45 days. 4.4 7-day revocation to [________________________________]. 4.5 Adequate consideration. 4.6 Understandable. 4.7 ☐ Group disclosures: Exhibit A.

ARTICLE 5: CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 Terms confidential; standard exceptions. 5.2 Mutual non-disparagement. 5.3 NLRA Section 7 carve-out per McLaren Macomb. 5.4 Protected disclosures preserved (agencies including DDOL, whistleblower, Speak Out Act, investigations, testimony).

ARTICLE 6: DTSA NOTICE

Pursuant to 18 U.S.C. § 1833(b): Trade secret disclosure immunity for reporting to government officials/attorneys or in sealed court filings.

ARTICLE 7: RESTRICTIVE COVENANTS

7.1 Continuing Obligations. Surviving NDA and invention assignment agreements.

7.2 Non-Competition. ☐ If applicable:

(a) For [____] months, Employee shall not compete within [________________________________].

(b) Delaware Enforceability. Delaware generally enforces reasonable non-compete agreements under a fact-specific reasonableness analysis. Courts consider: (i) whether the restriction protects a legitimate economic interest; (ii) whether the restriction is reasonable in scope (time, geography, activity); (iii) whether the restriction is unduly burdensome to the employee. Delaware courts have historically declined to "blue pencil" overbroad non-compete provisions and may strike them entirely, though recent case law shows evolution. Delaware Chancery Court and the Delaware Supreme Court have narrowed enforceability, requiring non-competes to be carefully tailored. Non-competes tied to forfeiture-for-competition provisions in equity plans are analyzed under separate standards.

7.3 Non-Solicitation. ☐ For [____] months.

7.4 NLRA Savings Clause. Section 7 rights preserved.

ARTICLE 8: RETURN OF PROPERTY

Return all property. No copies. System access revoked. No unauthorized deductions.

ARTICLE 9: COOPERATION

Reasonable cooperation. Expenses reimbursed. Compensation at $[________________________________]/hour beyond [____] hours/month.

ARTICLE 10: REFERENCE POLICY

☐ Neutral verification. ☐ Per Exhibit B. ☐ Other.

ARTICLE 11: NO ADMISSION

Not an admission of wrongdoing.

ARTICLE 12: GOVERNING LAW

12.1 Laws of the State of Delaware. 12.2 ☐ Delaware Court of Chancery, Superior Court, or US District Court for Delaware. ☐ Arbitration. 12.3 Prevailing Party fees.

ARTICLE 13: GENERAL PROVISIONS

Entire agreement; written amendments; severability; no waiver; counterparts; notices.

ARTICLE 14: EFFECTIVE DATE

Eighth day after signing (no revocation). Under 40: signing date.

ARTICLE 15: ACKNOWLEDGMENTS

☐ Read/understood; ☐ Attorney advised; ☐ Voluntary; ☐ Adequate time; ☐ Consideration exceeds entitlements; ☐ No post-signing waiver; ☐ ADEA (if applicable); ☐ Property returned.

DELAWARE-SPECIFIC COMPLIANCE CHECKLIST

☐ Final pay (19 Del. C. § 1103): Later of next regular payday or 3 business days after last day worked.

☐ DDEA (19 Del. C. § 710 et seq.): Covers race, marital status, genetic info, color, age (40+), religion, sex, sexual orientation, gender identity, national origin, disability, reproductive health, family responsibilities. 4+ employees.

☐ PTO payout: Per employer policy only.

☐ Non-compete: Enforceable if reasonable and carefully tailored. Courts may strike (not blue-pencil) overbroad provisions. Recent Delaware Chancery/Supreme Court cases have narrowed enforcement.

☐ Whistleblower (19 Del. C. § 1701 et seq.) preserved.

☐ DDOL filing right preserved.

☐ Wages not conditioned on release.

☐ OWBPA (if age 40+).

☐ DTSA notice.

☐ NLRA Section 7 carve-out.

SIGNATURES

EMPLOYEE:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

COMPANY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBITS

☐ Exhibit A: OWBPA Group Disclosures ☐ Exhibit B: Reference Letter ☐ Exhibit C: Payment Schedule ☐ Exhibit D: Restrictive Covenant Summary

Sources and References

• Delaware Discrimination in Employment Act, 19 Del. C. § 710 et seq., https://delcode.delaware.gov/title19/c007/sc02/
• Delaware Final Pay, 19 Del. C. § 1103, https://law.justia.com/codes/delaware/title-19/chapter-11/section-1103/
• Delaware Whistleblower Act, 19 Del. C. § 1701 et seq.
• ABA, Covenants Not to Compete: The Current State of Delaware Law, https://businesslawtoday.org/2024/10/covenants-not-to-compete-current-state-of-delaware-law/
• NLRB, McLaren Macomb, 372 NLRB No. 58 (2023)
• 18 U.S.C. § 1833(b) (DTSA Whistleblower Immunity)

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