SEPARATION AGREEMENT AND GENERAL RELEASE

(Commonwealth of Kentucky)

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TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Separation of Employment
4. Severance Benefits and Consideration
5. General Release of Claims
6. ADEA/OWBPA Waiver (If Applicable)
7. Carve-Outs and Preserved Rights
8. Representations and Warranties
9. Confidentiality
10. Non-Disparagement
11. Return of Property and Information Security
12. Restrictive Covenants
13. Cooperation
14. Tax Matters
15. Dispute Resolution
16. General Provisions
17. Acknowledgments
18. Execution Block
19. Exhibits

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1. DOCUMENT HEADER

1.1 Parties

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

EMPLOYER:
[COMPANY LEGAL NAME], a [STATE OF INCORPORATION] [corporation/limited liability company/other]
Principal Place of Business: [ADDRESS]
("Company" or "Employer")

EMPLOYEE:
[EMPLOYEE FULL LEGAL NAME]
Address: [ADDRESS]
("Employee")

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

1.2 Recitals

A. Employee has been employed by Company in the position of [JOB TITLE] since [START DATE].

B. Employee's employment with Company will terminate effective [SEPARATION DATE] (the "Separation Date").

C. The Parties desire to resolve all matters relating to Employee's employment and separation on the terms set forth herein.

D. Company desires to provide Employee with severance benefits in exchange for Employee's release of claims, subject to the terms and conditions of this Agreement.

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

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2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"ADEA" – The Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.

"Applicable Law" – All federal, state, and local statutes, regulations, ordinances, and common law applicable to Employee's employment and separation, including Kentucky employment law (KRS Chapter 337), the Kentucky Civil Rights Act (KRS Chapter 344), and all federal employment laws.

"Claim" – Any and all claims, demands, causes of action, suits, damages, liabilities, costs, and expenses of any kind, whether known or unknown, suspected or unsuspected, fixed or contingent, arising from or relating to Employee's employment, separation, or any other dealings with the Releasees.

"Consideration Period" – The period of [TWENTY-ONE (21) / FORTY-FIVE (45)] calendar days during which Employee may consider this Agreement before signing, as specified in Section 6.

"Confidential Information" – Has the meaning set forth in Section 9.

"Effective Date" – The eighth (8th) calendar day after Employee signs this Agreement, provided Employee does not exercise the Revocation Right.

"Final Pay" – All wages, salary, and accrued but unused paid time off (if any) earned through the Separation Date, payable in accordance with Kentucky law.

"OWBPA" – The Older Workers Benefit Protection Act of 1990, 29 U.S.C. § 626(f).

"Releasees" – Company, its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents, attorneys, insurers, employee benefit plans, and their fiduciaries.

"Revocation Period" – The seven (7) calendar day period following Employee's execution of this Agreement during which Employee may revoke acceptance of the ADEA waiver.

"Severance Benefits" – The payments and benefits described in Section 4.

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3. SEPARATION OF EMPLOYMENT

3.1 Separation Date

Employee's employment with Company shall terminate effective as of the Separation Date. Employee acknowledges and agrees that the employment relationship ends on the Separation Date and that Employee has no right to reinstatement or future employment with Company except as may be required by law.

3.2 Reason for Separation

The Parties agree that Employee's separation is characterized as: ☐ Voluntary Resignation ☐ Involuntary Termination (Reduction in Force) ☐ Involuntary Termination (Without Cause) ☐ Mutual Agreement ☐ Other: [SPECIFY]

3.3 Final Pay

(a) Timing. In accordance with KRS § 337.055, Company shall pay Employee all Final Pay on the next regular payday following the Separation Date, or within fourteen (14) days, whichever is later.

(b) Wages Through Separation Date. Company shall pay Employee all earned but unpaid base salary, wages, and commissions (if any) through the Separation Date.

(c) Accrued PTO. Company shall pay Employee for accrued but unused paid time off in accordance with Company policy and Kentucky law. ☐ Check here if Company policy provides for PTO payout: [AMOUNT OF PTO HOURS/DAYS] at Employee's final rate of pay.

(d) Expense Reimbursement. Employee shall submit all outstanding business expense reimbursement requests within [TEN (10)] days of the Separation Date. Company shall reimburse properly documented expenses in accordance with Company policy.

3.4 Position and Title

Effective as of the Separation Date, Employee shall cease to hold any position, title, or office with Company or any affiliate, and Employee shall execute any documents reasonably necessary to effectuate such cessation.

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4. SEVERANCE BENEFITS AND CONSIDERATION

4.1 Severance Payment

In consideration of Employee's execution of this Agreement and compliance with its terms, and provided Employee does not revoke this Agreement during the Revocation Period, Company agrees to provide Employee with the following Severance Benefits, which are in addition to any compensation or benefits to which Employee is otherwise entitled:

(a) Severance Pay. A lump sum payment equal to [AMOUNT IN WORDS] Dollars ($[AMOUNT]), representing [NUMBER] weeks/months of Employee's base salary, less applicable withholdings and deductions, payable within [TEN (10)] business days after the Effective Date.

☐ Alternative: Installment Payments. Severance pay in the amount of $[AMOUNT] per [pay period], payable over [NUMBER] [weeks/months], commencing on the first regular payroll date following the Effective Date, less applicable withholdings and deductions.

4.2 Health Insurance Continuation (COBRA)

(a) COBRA Notice. In accordance with the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), 29 U.S.C. §§ 1161-1168, Employee and Employee's eligible dependents may be entitled to continue group health insurance coverage following the Separation Date. Company shall provide Employee with a separate COBRA election notice.

(b) Premium Subsidy (Optional). ☐ Check if applicable: Company agrees to subsidize the cost of COBRA continuation coverage for [NUMBER] months following the Separation Date by paying [___]% of the applicable COBRA premium (the "COBRA Subsidy"). The COBRA Subsidy shall cease upon the earlier of: (i) the end of the subsidy period; (ii) Employee's failure to timely remit the employee portion of the premium; (iii) Employee's eligibility for coverage under another employer's group health plan; or (iv) Employee's eligibility for Medicare.

(c) No COBRA Subsidy. ☐ Check if no subsidy: Employee shall be solely responsible for the full cost of COBRA continuation coverage, if elected.

4.3 Outplacement Services (Optional)

☐ Check if applicable: Company shall provide Employee with outplacement services through [VENDOR NAME] for a period of [NUMBER] months, at Company's expense, not to exceed $[AMOUNT].

4.4 Reference

Company agrees that, upon request from prospective employers, Company will confirm Employee's dates of employment and final job title. Company shall direct all reference requests to [HR CONTACT / DESIGNATED PERSON].

4.5 Treatment of Equity and Bonus

(a) Stock Options/Equity Awards. Employee's outstanding equity awards, if any, shall be governed by the applicable plan documents and award agreements. As of the Separation Date:
- Vested stock options: [NUMBER] shares vested, exercisable until [DATE] per plan terms.
- Unvested equity: All unvested equity awards are forfeited as of the Separation Date unless otherwise provided in the applicable award agreement.

(b) Bonus/Incentive Compensation. Employee [is / is not] eligible for a pro-rated bonus for fiscal year [YEAR] in the amount of $[AMOUNT], payable when annual bonuses are paid to other employees, subject to Company's standard bonus program terms and Employee's compliance with this Agreement.

(c) Commissions. Employee is entitled to receive commissions earned but unpaid as of the Separation Date in accordance with the applicable commission plan. Amount: $[AMOUNT], payable on [DATE].

4.6 Consideration

Employee acknowledges and agrees that:

(a) The Severance Benefits constitute adequate and valuable consideration for Employee's promises in this Agreement, including the release of claims in Section 5;

(b) The Severance Benefits exceed any compensation, benefits, or payments to which Employee would otherwise be entitled upon separation;

(c) Employee has no entitlement to severance pay under any Company policy, practice, or prior agreement except as set forth herein; and

(d) The Severance Benefits are conditioned upon Employee's execution of this Agreement, non-revocation during the Revocation Period, and compliance with the terms of this Agreement.

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5. GENERAL RELEASE OF CLAIMS

5.1 Release by Employee

In exchange for the Severance Benefits and other good and valuable consideration, Employee hereby irrevocably and unconditionally releases, waives, and forever discharges the Releasees from any and all Claims arising at any time on or before the date Employee signs this Agreement, including but not limited to Claims arising out of or relating to:

(a) Employee's employment with Company, the terms and conditions of employment, and/or the separation of employment;

(b) Any and all employment-related torts, including wrongful discharge, tortious interference, fraud, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, and negligence;

(c) Any and all contract claims, including breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel;

(d) Any and all claims for wages, compensation, bonuses, commissions, benefits, expense reimbursement, severance, or other remuneration, except as specifically preserved herein;

(e) Any and all claims under federal, state, or local employment discrimination laws, including:
- Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.;
- The Age Discrimination in Employment Act of 1967 (ADEA), 29 U.S.C. § 621 et seq.;
- The Americans with Disabilities Act (ADA), 42 U.S.C. § 12101 et seq.;
- The Family and Medical Leave Act (FMLA), 29 U.S.C. § 2601 et seq.;
- The Equal Pay Act, 29 U.S.C. § 206(d);
- The Genetic Information Nondiscrimination Act (GINA), 42 U.S.C. § 2000ff et seq.;
- Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981;
- The Kentucky Civil Rights Act, KRS Chapter 344;
- The Kentucky Wages and Hours Act, KRS Chapter 337;
- All other Kentucky employment statutes; and
- All other federal, state, and local laws prohibiting discrimination, harassment, or retaliation;

(f) Any and all claims under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1001 et seq., except for vested benefits under Company's employee benefit plans;

(g) Any and all claims under the Worker Adjustment and Retraining Notification Act (WARN), 29 U.S.C. § 2101 et seq., and any state mini-WARN laws;

(h) Any and all claims under the Sarbanes-Oxley Act, the Dodd-Frank Act, and any other whistleblower protection statutes, to the extent permitted by law;

(i) Any and all claims for attorneys' fees, costs, and expenses; and

(j) Any and all other claims of any kind arising under any federal, state, or local statute, ordinance, regulation, or common law.

5.2 Scope of Release

This release includes Claims that Employee knows about and Claims that Employee does not know about. Employee understands that this release may include Claims that Employee has asserted or could assert against the Releasees, as well as Claims that Employee has never asserted. Employee expressly waives any right to assert after the date of this Agreement that any Claim was, through ignorance or oversight, omitted from the scope of this release.

5.3 Unknown Claims Waiver

Employee expressly waives and releases any rights under any statute or common law doctrine that would otherwise limit the scope of this release to claims that are known or suspected at the time of execution. Employee understands that this means Employee is releasing Claims that Employee may not currently know or suspect exist, and that such released Claims may be material.

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6. ADEA/OWBPA WAIVER (IF APPLICABLE)

[NOTE: This Section 6 applies ONLY if Employee is age 40 or older. Delete this section if Employee is under age 40.]

6.1 ADEA Waiver

Employee acknowledges that this Agreement includes a waiver and release of any and all Claims under the Age Discrimination in Employment Act of 1967 (ADEA), 29 U.S.C. § 621 et seq. Employee acknowledges that the waiver of ADEA claims is knowing and voluntary and complies with the requirements of the Older Workers Benefit Protection Act of 1990 (OWBPA), 29 U.S.C. § 626(f).

6.2 OWBPA Requirements

In accordance with the OWBPA, Employee acknowledges and agrees to the following:

(a) Written Agreement. This Agreement is written in a manner calculated to be understood by Employee, and Employee understands this Agreement.

(b) Specific Reference to ADEA. This Agreement specifically refers to rights and claims arising under the ADEA.

(c) No Waiver of Future Claims. Employee is not waiving any rights or claims that may arise after the date Employee signs this Agreement.

(d) Consideration. Employee is receiving valuable consideration for signing this Agreement (i.e., the Severance Benefits) that Employee would not otherwise be entitled to receive.

(e) Advice to Consult Attorney. EMPLOYEE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. Employee acknowledges that Company has advised Employee in writing to consult with an attorney of Employee's choosing prior to signing this Agreement, and that Employee has had the opportunity to do so.

(f) Consideration Period. Employee has been given at least [TWENTY-ONE (21) / FORTY-FIVE (45)] calendar days within which to consider this Agreement before signing it (the "Consideration Period").

☐ Individual Termination (21 Days): The Consideration Period is twenty-one (21) days because this Agreement is offered in connection with an individual separation that is not part of a group termination or exit incentive program.

☐ Group Termination (45 Days): The Consideration Period is forty-five (45) days because this Agreement is offered in connection with a group termination program or exit incentive program. The required OWBPA disclosure information (decisional unit, eligibility factors, time limits, and ages/job titles of eligible and non-eligible employees) is attached as Exhibit A.

(g) Revocation Right. Employee may revoke this Agreement within seven (7) calendar days after signing it (the "Revocation Period"). Any revocation must be in writing and delivered to [HR CONTACT NAME] at [ADDRESS/EMAIL] before the expiration of the Revocation Period. If Employee revokes this Agreement, it shall be null and void, and Employee shall not be entitled to the Severance Benefits.

(h) Effective Date. This Agreement shall not become effective or enforceable until the eighth (8th) calendar day after Employee signs it, provided Employee does not revoke the Agreement during the Revocation Period (the "Effective Date").

6.3 Changes to Agreement

Employee understands that any material or non-material changes to this Agreement, whether at Employee's request or otherwise, do not restart the Consideration Period.

6.4 Early Acceptance

If Employee signs this Agreement before the expiration of the Consideration Period, Employee acknowledges that Employee's decision to do so was voluntary and was not induced by Company through fraud, misrepresentation, threat of withdrawal or alteration of the offer, or other conduct that would invalidate Employee's waiver.

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7. CARVE-OUTS AND PRESERVED RIGHTS

7.1 Claims Not Released

Notwithstanding Section 5, Employee does not release and expressly preserves:

(a) Enforcement Rights. The right to enforce the terms of this Agreement;

(b) Vested Benefits. Claims for vested benefits under Company's employee benefit plans governed by ERISA, subject to the terms of such plans;

(c) Post-Signing Claims. Claims arising after the date Employee signs this Agreement;

(d) Unemployment Benefits. The right to file for and receive unemployment compensation benefits;

(e) Workers' Compensation. Claims for workers' compensation benefits under Kentucky law (KRS Chapter 342);

(f) Indemnification. Rights to indemnification or D&O insurance coverage under Company's bylaws, certificate of incorporation, or applicable law, and any written indemnification agreement;

(g) Non-Waivable Rights. Any rights that cannot be waived as a matter of law; and

(h) COBRA. Rights to elect COBRA continuation coverage.

7.2 Government Agency Rights

(a) Protected Activity. Nothing in this Agreement limits or restricts Employee's right to:

(i) File a charge or complaint with, or communicate with, any federal, state, or local government agency, including the Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Department of Labor (DOL), the Securities and Exchange Commission (SEC), the Occupational Safety and Health Administration (OSHA), or the Kentucky Commission on Human Rights;

(ii) Participate in any investigation or proceeding conducted by such agencies;

(iii) Provide documents or other information to such agencies; or

(iv) Testify, assist, or participate in any proceeding, hearing, or litigation, including by providing documents or other information, without notice to Company.

(b) Waiver of Monetary Relief. Employee agrees that, to the maximum extent permitted by law, Employee waives any right to recover monetary damages or other individual relief in any charge, complaint, or lawsuit filed by Employee or on Employee's behalf, except that this waiver does not apply to:

(i) SEC whistleblower awards under Section 21F of the Securities Exchange Act;

(ii) Any other whistleblower awards that cannot be waived by law; or

(iii) Any relief obtained as a result of an agency's enforcement action (as opposed to an action brought by or on behalf of Employee).

7.3 Speak Out Act Protections

In accordance with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 and the Speak Out Act, nothing in this Agreement shall be construed to restrict Employee from:

(a) Discussing or disclosing information about conduct that Employee reasonably believes constitutes sexual assault, sexual harassment, or any other unlawful harassment, discrimination, or retaliation; or

(b) Discussing or disclosing information regarding any dispute involving such conduct.

7.4 NLRA Section 7 Rights

For non-supervisory employees: Nothing in this Agreement restricts Employee's rights under Section 7 of the National Labor Relations Act to engage in protected concerted activity, including the right to discuss wages, hours, and other terms and conditions of employment with co-workers or third parties.

7.5 Whistleblower Protections

Nothing in this Agreement prohibits or restricts Employee from:

(a) Reporting possible violations of federal law or regulation to any governmental agency or entity, including the DOJ, SEC, Congress, or any agency Inspector General;

(b) Making disclosures protected under the whistleblower provisions of any federal law or regulation;

(c) Providing information to, or cooperating with, governmental investigations; or

(d) Receiving an award for information provided to any government agency.

7.6 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 is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; and

(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 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.

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8. REPRESENTATIONS AND WARRANTIES

8.1 Employee Representations

Employee represents and warrants to Company that:

(a) Authority. Employee has full power and authority to enter into this Agreement;

(b) Voluntary Execution. Employee is signing this Agreement voluntarily and of Employee's own free will, without coercion, duress, or undue influence;

(c) Understanding. Employee has carefully read this Agreement, fully understands its terms and consequences, and has had the opportunity to ask questions about this Agreement;

(d) Attorney Consultation. Employee has been advised to consult with an attorney before signing this Agreement and has had adequate opportunity to do so;

(e) Consideration Period. Employee has had at least [21 / 45] days to consider this Agreement before signing;

(f) No Pending Claims. As of the date Employee signs this Agreement, Employee has not filed any lawsuit, charge, complaint, or other proceeding against any Releasee with any court, agency, or other tribunal;

(g) Final Pay. Employee acknowledges that Employee has received or will receive all Final Pay to which Employee is entitled, and Employee has no claims for unpaid wages, overtime, commissions, bonuses, or other compensation except as specifically provided herein;

(h) Return of Property. Employee has returned, or will return by the Separation Date, all Company property as required by Section 11;

(i) No Transfer of Claims. Employee has not assigned or transferred any Claim released herein to any other person or entity;

(j) No Known Violations. To Employee's knowledge, Employee has not engaged in any conduct that would constitute a violation of Company policy, Applicable Law, or Employee's fiduciary duties; and

(k) Adequate Consideration. The Severance Benefits constitute adequate consideration for the release of claims and other promises in this Agreement.

8.2 Company Representations

Company represents and warrants to Employee that:

(a) Company has full power and authority to enter into this Agreement;

(b) This Agreement has been duly authorized by all necessary corporate action;

(c) The execution, delivery, and performance of this Agreement do not violate any law, regulation, or agreement by which Company is bound; and

(d) Company shall pay the Severance Benefits in accordance with the terms of this Agreement.

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9. CONFIDENTIALITY

9.1 Confidential Information

Employee acknowledges that during employment, Employee had access to and/or received Confidential Information belonging to Company. "Confidential Information" means all non-public information relating to Company's business, including but not limited to:

(a) Trade secrets, inventions, patents, copyrights, and other intellectual property;

(b) Customer and client lists, contact information, and account information;

(c) Pricing information, sales data, and financial information;

(d) Business plans, marketing strategies, and product development plans;

(e) Personnel information and employment records;

(f) Proprietary software, systems, and technology;

(g) Vendor and supplier information; and

(h) Any other information that Company treats as confidential or that is not generally known to the public.

9.2 Continuing Obligations

Employee agrees to maintain the confidentiality of all Confidential Information and shall not use or disclose any Confidential Information for any purpose, except:

(a) As required by law or legal process (provided Employee gives Company reasonable advance notice to permit Company to seek a protective order, unless such notice is prohibited by law);

(b) As permitted by Section 7 (Carve-Outs and Preserved Rights); or

(c) With Company's prior written consent.

9.3 Confidentiality of Agreement Terms

Employee agrees to keep the terms and existence of this Agreement confidential, except that Employee may disclose this information to:

(a) Employee's spouse or domestic partner;

(b) Employee's attorney, accountant, or tax advisor, provided they agree to maintain confidentiality;

(c) As required by law or legal process; or

(d) As permitted by Section 7 (Carve-Outs and Preserved Rights).

9.4 Trade Secrets

Employee acknowledges that certain Confidential Information may constitute trade secrets under the Kentucky Uniform Trade Secrets Act (KRS §§ 365.880-365.900) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). Employee agrees not to misappropriate any trade secrets and understands that violations may result in injunctive relief, damages, and attorneys' fees.

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10. NON-DISPARAGEMENT

10.1 Employee Non-Disparagement

Employee agrees not to make, publish, or communicate to any person or entity, or facilitate anyone else in making, publishing, or communicating, any statement that disparages, defames, or reflects negatively upon Company, its products, services, or any Releasee.

10.2 Company Non-Disparagement

Company agrees to instruct its officers and directors not to make, publish, or communicate to any person or entity any statement that disparages, defames, or reflects negatively upon Employee.

10.3 Exceptions

Notwithstanding the foregoing, this Section 10 does not restrict:

(a) Truthful statements made in response to legal process or government inquiry;

(b) Truthful statements made to government agencies as described in Section 7;

(c) Protected activity under Section 7 of the NLRA (for non-supervisory employees);

(d) Discussions or disclosures protected under the Speak Out Act; or

(e) Good faith internal reports of suspected misconduct.

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11. RETURN OF PROPERTY AND INFORMATION SECURITY

11.1 Return of Company Property

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

(a) Computers, laptops, tablets, and mobile devices;

(b) Keys, access cards, security badges, and parking passes;

(c) Credit cards and purchasing cards;

(d) Files, documents, and records (whether in physical or electronic form);

(e) Customer lists, contact information, and account records;

(f) Tools, equipment, and supplies;

(g) Samples, prototypes, and product materials;

(h) Company vehicles; and

(i) All copies of Confidential Information in any form.

11.2 Electronic Information

Employee agrees to:

(a) Delete all Company data, Confidential Information, and work product from any personal devices, cloud storage accounts, or other locations outside Company's systems;

(b) Not access Company systems, networks, or accounts after the Separation Date unless specifically authorized in writing; and

(c) Provide Company with any passwords, access codes, or encryption keys necessary to access Company systems or files.

11.3 Certification

Employee certifies that Employee has returned all Company property and has not retained any copies of Confidential Information. Employee agrees to sign a separate certification of return of property if requested by Company.

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12. RESTRICTIVE COVENANTS

12.1 Existing Agreements

Employee acknowledges that Employee may be subject to continuing obligations under previously executed agreements with Company, including but not limited to:

(a) Confidentiality and non-disclosure agreements;

(b) Non-competition agreements;

(c) Non-solicitation agreements;

(d) Invention assignment agreements; and

(e) Any other restrictive covenant agreements.

Employee agrees that such agreements remain in full force and effect in accordance with their terms, except to the extent modified herein.

12.2 Non-Solicitation (If Applicable)

☐ Check if applicable: For a period of [ONE (1) YEAR / ___] following the Separation Date, Employee agrees not to:

(a) Directly or indirectly solicit, recruit, or induce any employee of Company to leave Company's employment; or

(b) Directly or indirectly solicit, divert, or take away any customer, client, or business of Company with whom Employee had contact or about whom Employee obtained Confidential Information during the last [TWO (2)] years of employment.

12.3 Non-Competition (If Applicable)

☐ Check if applicable: Employee acknowledges that the non-competition agreement dated [DATE] remains in effect and enforceable in accordance with its terms.

12.4 Kentucky Law on Restrictive Covenants

Employee acknowledges that Kentucky courts will enforce reasonable non-competition and non-solicitation agreements that are: (i) supported by adequate consideration; (ii) reasonable in scope, duration, and geographic area; and (iii) designed to protect legitimate business interests. Employee agrees that any restrictive covenants to which Employee is subject are reasonable and enforceable.

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13. COOPERATION

13.1 General Cooperation

Employee agrees to cooperate with Company in connection with:

(a) The transition of Employee's duties and responsibilities;

(b) Any litigation, investigation, regulatory matter, or other proceeding involving Company in which Employee has relevant knowledge or information;

(c) Responding to government inquiries or subpoenas; and

(d) Any other matter reasonably related to Employee's employment.

13.2 Terms of Cooperation

(a) Company shall provide reasonable advance notice of any request for cooperation;

(b) Company shall reimburse Employee for reasonable out-of-pocket expenses incurred in providing cooperation;

(c) Company shall schedule cooperation activities at mutually convenient times that do not unreasonably interfere with Employee's other commitments; and

(d) For cooperation activities requiring more than [TEN (10)] hours of Employee's time after the Effective Date, Company shall compensate Employee at the rate of $[AMOUNT] per hour.

13.3 Testimony

If Employee is called to testify in any proceeding involving Company, Employee agrees to provide truthful testimony and to meet with Company's attorneys in advance (at Company's expense) to prepare for such testimony, to the extent permitted by law.

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14. TAX MATTERS

14.1 Tax Withholding

Company shall withhold from the Severance Benefits all federal, state, and local taxes required by law, including income tax, FICA, and any other applicable withholdings.

14.2 No Tax Advice

Employee acknowledges that Company has not provided Employee with any tax advice regarding the Severance Benefits or any other payments under this Agreement. Employee is solely responsible for any tax liability arising from this Agreement and is encouraged to consult with a tax advisor.

14.3 Section 409A

This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code. Any payments that constitute "nonqualified deferred compensation" within the meaning of Section 409A shall be subject to Section 409A and shall be paid in accordance with its requirements.

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15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. Federal law shall govern to the extent applicable.

15.2 Forum Selection

Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], Kentucky, and the Parties irrevocably submit to the exclusive jurisdiction of such courts.

15.3 Arbitration (Optional)

☐ Check if the Parties elect binding arbitration:

Any dispute arising out of or relating to this Agreement (except for claims for injunctive relief under Section 15.5) shall be resolved by final and binding arbitration administered by [JAMS / AAA] in accordance with its Employment Arbitration Rules. The arbitration shall be conducted in [CITY], Kentucky before a single arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Exception: This arbitration provision shall not apply to disputes that are expressly excluded from mandatory arbitration by federal law, including claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021.

15.4 Jury Trial Waiver (Optional)

☐ Check if the Parties waive jury trial:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.5 Injunctive Relief

Nothing in this Section 15 shall limit either Party's right to seek temporary, preliminary, or permanent injunctive relief from any court of competent jurisdiction to prevent irreparable harm, including to enforce the confidentiality, non-disparagement, or restrictive covenant provisions of this Agreement.

15.6 Attorneys' Fees

In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

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16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with any surviving provisions of prior agreements expressly referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to Employee's separation from employment.

16.2 Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

16.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be modified to the minimum extent necessary to be enforceable. If any provision cannot be modified to be enforceable, it shall be severed, and the remaining provisions shall be enforced.

16.4 Assignment

Employee may not assign this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement to any successor or affiliate. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

16.5 No Admission

This Agreement does not constitute and shall not be construed as an admission by Company of any wrongdoing, liability, or violation of any law.

16.6 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one instrument. Signatures transmitted electronically (including PDF, DocuSign, or similar platforms) shall be deemed original signatures and binding.

16.7 Notices

All notices shall be in writing and delivered by: (i) personal delivery; (ii) nationally recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with confirmation of receipt, to the addresses set forth above (or as later designated). Notice is effective upon receipt.

16.8 Construction

Headings are for convenience only and do not affect interpretation. The word "including" means "including but not limited to." Both Parties have participated in drafting this Agreement; the rule of construction against the drafter does not apply.

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17. ACKNOWLEDGMENTS

Employee acknowledges and agrees that:

(a) Employee has carefully read this entire Agreement and fully understands its terms, conditions, and consequences;

(b) Employee has been advised in writing to consult with an attorney before signing this Agreement;

(c) Employee has had adequate opportunity to consult with an attorney of Employee's choosing;

(d) Employee has had at least [21 / 45] days to consider this Agreement before signing;

(e) Employee is signing this Agreement voluntarily and of Employee's own free will;

(f) Employee is not relying on any representations not expressly set forth in this Agreement;

(g) The Severance Benefits constitute adequate and valuable consideration for the release of claims and other promises in this Agreement;

(h) Employee has seven (7) days after signing this Agreement to revoke acceptance of the ADEA waiver (if applicable);

(i) This Agreement shall not become effective until the eighth (8th) day after Employee signs it, provided Employee does not revoke;

(j) Employee understands that Company will rely on this Agreement and the representations herein; and

(k) Employee has been given all information required by the OWBPA (if applicable).

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18. EXECUTION BLOCK

PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

EMPLOYEE:

I have read and understand this Agreement. I have had adequate time to consider it and have been advised to consult with an attorney. I am signing this Agreement voluntarily and intend to be legally bound.

Employee Signature	Date
___________________________	______________
[EMPLOYEE NAME] (Print)

Date Employee Received Agreement: [DATE]
Date Consideration Period Expires: [DATE]

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EMPLOYER:

[COMPANY NAME]
By: ___________________________	Date: ______________
Name: _________________________
Title: _________________________

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19. EXHIBITS

Exhibit A – OWBPA Disclosure Information (Group Terminations Only)
- Decisional Unit Definition
- Eligibility Factors and Selection Criteria
- Time Limits for Consideration Period and Revocation Period
- Job Titles and Ages of Employees Eligible for the Program
- Job Titles and Ages of Employees in Same Job Classification Not Eligible

Exhibit B – List of Prior Agreements (Restrictive Covenants, NDAs, etc.)

Exhibit C – Equity Award Summary (if applicable)

Exhibit D – COBRA Election Notice (separate document)

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KENTUCKY SEPARATION AGREEMENT PRACTICE NOTES

Final Pay Timing (KRS § 337.055): Kentucky requires final pay on the next regular payday or within 14 days of separation, whichever is later. There is no statutory requirement to pay accrued PTO unless company policy provides for payout.

Kentucky Civil Rights Act (KRS Chapter 344): Kentucky's KCRA provides protections similar to federal law. Note that the Western District of Kentucky has held that OWBPA requirements do not extend to KCRA claims, but best practice is to use OWBPA-compliant language regardless.

ADEA/OWBPA Compliance: For employees 40 or older:
- 21 days consideration period for individual separations
- 45 days consideration period for group terminations with decisional unit disclosure
- 7-day revocation period mandatory
- Specific ADEA reference required
- Written advice to consult attorney required

Restrictive Covenants: Kentucky courts will enforce reasonable non-competition agreements that are: (1) supported by consideration; (2) reasonable in time and territory; and (3) necessary to protect the employer's legitimate business interests.

Speak Out Act: Cannot restrict disclosures about sexual assault, harassment, or related disputes (applies to agreements signed after December 7, 2022).

Ending Forced Arbitration Act: Cannot require arbitration of sexual assault or sexual harassment claims (applies to disputes arising after March 3, 2022).

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☐ All placeholders completed
☐ ADEA/OWBPA section included (Employee age 40+) or deleted (Employee under 40)
☐ Consideration period verified (21 days individual / 45 days group)
☐ OWBPA disclosure attached (if group termination)
☐ Kentucky-licensed counsel review completed
☐ Employee received written advice to consult attorney

This template is provided for informational purposes only and does not constitute legal advice.