SEPARATION AGREEMENT AND GENERAL RELEASE

State of Missouri

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 [________________________________], Missouri [____]

(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 Missouri;

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;

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;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, 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.

1.2 Last Day of Work. Employee's last day of active work shall be [__/__/____].

1.3 Final Wages -- Missouri Requirements.

(a) Missouri Final Pay Timing (Mo. Rev. Stat. § 290.110). Whenever Company discharges Employee, all unpaid wages earned at the contract rate shall become due and payable on the day of discharge. If Employee requests payment and Company fails to pay within seven (7) days of the request, Company may be liable for additional wages as a penalty until payment is made, for a period not to exceed sixty (60) days, plus reasonable attorney's fees (Mo. Rev. Stat. § 290.110).

(b) If Employee voluntarily resigns, final wages are due by the next regular payday.

(c) Final wages include all earned but unpaid base wages, overtime, and other compensation. Final wages shall be paid regardless of whether Employee executes this Agreement.

(d) Vacation/PTO Payout. Missouri does not require payout of accrued vacation/PTO at separation unless Company policy or contract provides for it. If Company's written policy provides for payout, that amount ($[________________________________]) shall be paid.

(e) Earned Paid Sick Time (Mo. Rev. Stat. § 290.603 -- Proposition A). Missouri voters approved Proposition A in November 2024 establishing earned paid sick time. Note: The legislative status of this requirement should be verified at the time of execution, as HB 567 was enacted to repeal these provisions effective August 28, 2025. Payout of accrued sick time at separation is not required.

1.4 Expense Reimbursement. Employee shall submit outstanding expense requests within [____] days of the Separation Date.

ARTICLE 2: SEVERANCE CONSIDERATION

2.1 Severance Payment.

☐ Lump Sum: $[________________________________], less applicable withholdings, payable within [____] days following the Effective Date.

☐ Installments: $[________________________________], less withholdings, in [____] equal installments beginning on the first payroll date following the Effective Date.

2.2 Benefits Continuation.

☐ Company shall pay [____]% of COBRA premiums for [____] months.

☐ Alternative: Lump sum of $[________________________________] for health insurance continuation.

2.3 Outplacement Services. [________________________________]

2.4 Other Benefits. [________________________________]

2.5 Tax Treatment. Subject to applicable withholdings. Company makes no tax representations.

ARTICLE 3: EQUITY, BONUS, AND OTHER COMPENSATION

3.1 Equity Awards. [________________________________]

3.2 Bonus. [________________________________]

3.3 Section 409A Compliance. All payments comply with or are exempt from Section 409A of the IRC.

ARTICLE 4: GENERAL RELEASE OF CLAIMS

4.1 Employee Release. Employee hereby voluntarily, knowingly, and irrevocably releases and forever discharges the Released Parties from all claims arising out of or connected with Employee's employment or its termination, from the beginning of time through the date Employee signs this Agreement, including but not limited to:

(a) Federal Statutes:
- Title VII (42 U.S.C. § 2000e et seq.)
- ADEA (29 U.S.C. § 621 et seq.) (subject to Article 6)
- ADA (42 U.S.C. § 12101 et seq.)
- FMLA (29 U.S.C. § 2601 et seq.)
- Equal Pay Act (29 U.S.C. § 206(d))
- GINA (42 U.S.C. § 2000ff et seq.)
- USERRA (38 U.S.C. § 4301 et seq.)
- ERISA (29 U.S.C. § 1001 et seq.) (excluding vested benefits)
- WARN Act (29 U.S.C. § 2101 et seq.)
- Section 1981 (42 U.S.C. § 1981)

(b) Missouri State Statutes:
- Missouri Human Rights Act (Mo. Rev. Stat. § 213.010 et seq.) -- prohibiting discrimination based on race, color, religion, national origin, sex, ancestry, age (40-70), and disability
- Missouri Service Letter Law (Mo. Rev. Stat. § 290.140)
- Missouri Wage Payment Law (Mo. Rev. Stat. § 290.010 et seq.)
- Missouri Workers' Compensation Law (to the extent waivable)
- Missouri Whistleblower Protection (Mo. Rev. Stat. § 285.575)

(c) Common Law Claims: Breach of contract, wrongful discharge in violation of public policy, tortious interference, defamation, infliction of emotional distress, invasion of privacy, fraud, and all other Missouri common law claims.

4.2 Carve-Outs from Release. This Release does not waive or release:

(a) Employee's right to enforce this Agreement;
(b) Claims arising after signing;
(c) Unemployment compensation benefits;
(d) Workers' compensation claims;
(e) Vested ERISA benefits;
(f) Indemnification/D&O insurance rights;
(g) Right to file charges with EEOC, NLRB, SEC, OSHA, Missouri Commission on Human Rights, or other agencies (Employee waives individual monetary recovery except where prohibited);
(h) NLRA Section 7 rights;
(i) Rights that cannot be waived by law;
(j) Speak Out Act and Missouri whistleblower protections.

4.3 Unknown Claims. Release covers known and unknown claims to the fullest extent permitted under Missouri law.

4.4 Company Release. Company releases Employee from employment-related claims except for breach of this Agreement, fraud/criminal conduct, fiduciary violations, and unknown acts.

ARTICLE 5: DEFEND TRADE SECRETS ACT -- WHISTLEBLOWER IMMUNITY NOTICE

Pursuant to 18 U.S.C. § 1833(b):

"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 (i) 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) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 6: OWBPA / ADEA COMPLIANCE (EMPLOYEES AGE 40 AND OLDER)

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

6.1 Knowing and Voluntary Waiver. Employee acknowledges this Agreement constitutes a knowing and voluntary waiver of ADEA claims per the OWBPA, 29 U.S.C. § 626(f).

6.2 Consideration Period.

☐ Individual Separation (21 days): Employee has at least twenty-one (21) calendar days to consider this Agreement.

☐ Group/Program Exit (45 days): Employee has at least forty-five (45) calendar days to consider this Agreement. Decisional unit disclosure attached as Exhibit A.

6.3 Revocation Period. Employee may revoke within seven (7) calendar days after signing by delivering written notice to [________________________________] at [________________________________]. The Agreement becomes effective on the eighth (8th) day after signing without revocation (the "Effective Date").

6.4 Advice of Counsel. Employee is advised in writing to consult with an attorney before signing this Agreement. Employee acknowledges having had the opportunity to consult with an attorney of Employee's choice.

6.5 No Waiver of Future Claims. This Agreement does not waive claims arising after the date Employee signs it.

6.6 Additional Consideration. The consideration in Article 2 exceeds anything Employee is already entitled to receive.

ARTICLE 7: CONFIDENTIALITY, NON-DISPARAGEMENT, AND PROTECTED DISCLOSURES

7.1 Confidentiality. Terms confidential, except disclosures to spouse/partner, attorney, tax/financial advisor, or as required by law.

7.2 Non-Disparagement (McLaren Macomb-Compliant).

(a) Mutual non-disparagement.

(b) NLRA Section 7 Carve-Out (McLaren Macomb, 372 NLRB No. 58 (2023)). Nothing restricts NLRA Section 7 rights.

7.3 Protected Disclosures. Nothing prohibits: filing agency charges; communicating with government agencies; truthful testimony; NLRA Section 7 activity; Speak Out Act disclosures; Missouri whistleblower disclosures.

7.4 Missouri Service Letter (Mo. Rev. Stat. § 290.140). Employee may request a service letter within one year of separation, and Company shall provide it within 45 days. The service letter must include the nature and character of service, duration, and reason for termination.

7.5 Confidential Business Information. Trade secret obligations survive per existing agreements and Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. § 417.450 et seq.).

ARTICLE 8: RESTRICTIVE COVENANTS

8.1 Existing Agreements. NDA, invention assignment, and confidentiality agreements survive per their terms.

8.2 Non-Competition (Missouri Law).

Missouri enforces non-competes under common law if they are reasonable in scope, duration, and geography, and are supported by adequate consideration. Missouri courts apply a reasonableness standard and will not blue-pencil (reform) overbroad provisions -- an overbroad non-compete is void in its entirety.

☐ No Non-Compete.

☐ Existing Non-Compete. Duration: [____] months. Geographic scope: [________________________________]. Scope of activity: [________________________________]. Note: Missouri courts will not reform overbroad provisions; careful drafting is essential.

8.3 Non-Solicitation. [________________________________]

8.4 No-Rehire. ☐ Applicable. ☐ Not applicable.

ARTICLE 9: RETURN OF COMPANY PROPERTY

9.1 Return all Company property within [____] days, including devices, access items, documents, and confidential information.

9.2 No retention of Company data on personal devices.

9.3 Cooperation with transition for [____] days.

ARTICLE 10: DISPUTE RESOLUTION

10.1 Governing Law. Missouri law.

10.2 Forum. State or federal courts in [________________________________], Missouri.

10.3 Arbitration (Optional). ☐ Binding arbitration, excluding non-arbitrable claims. ☐ Not applicable.

10.4 Jury Waiver. ☐ Waived to the extent permitted. ☐ Not applicable.

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement. Complete agreement between the Parties.

11.2 Amendments. Signed written instrument required.

11.3 Severability. Invalid provisions do not affect others.

11.4 Waiver. Non-enforcement does not waive future rights.

11.5 Counterparts. Valid in counterparts; electronic signatures binding.

11.6 Successors and Assigns. Binding on heirs, successors, and assigns.

11.7 No Admission. Not an admission of liability.

11.8 Section 409A. Payments comply with or are exempt from Section 409A.

ARTICLE 12: MISSOURI-SPECIFIC COMPLIANCE CHECKLIST

☐ Final wages due on the day of discharge (§ 290.110); 7-day penalty window applies
☐ Earned wages NOT conditioned on execution of this Agreement
☐ Vacation/PTO payout per written policy only
☐ Proposition A earned paid sick time status verified (check legislative status as of execution date)
☐ Missouri Human Rights Act claims enumerated (§ 213.010 et seq.)
☐ MHRA age discrimination limited to ages 40-70 (narrower than federal ADEA)
☐ Service letter obligation acknowledged (§ 290.140 -- 45-day response to written request)
☐ Non-compete (if any) meets reasonableness standard -- Missouri does NOT blue-pencil overbroad provisions
☐ Missouri Commission on Human Rights filing rights preserved
☐ OWBPA 21-day or 45-day consideration period provided
☐ 7-day ADEA revocation period provided
☐ Employee advised in writing to consult with an attorney
☐ DTSA whistleblower immunity notice included
☐ McLaren Macomb NLRA Section 7 carve-out included
☐ Speak Out Act protections preserved

ARTICLE 13: SIGNATURES

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

EMPLOYER:

Signature: _____________________________ Date: [__/__/____]

Name: [________________________________]

Title: [________________________________]

EMPLOYEE:

Signature: _____________________________ Date: [__/__/____]

Name: [________________________________]

EXHIBITS:

☐ Exhibit A -- OWBPA Decisional Unit Disclosure (if applicable)
☐ Exhibit B -- Severance Payment Schedule
☐ Exhibit C -- Non-Competition Agreement (if applicable)
☐ Exhibit D -- Reference Letter / Service Letter

Sources and References

• Missouri Human Rights Act: Mo. Rev. Stat. § 213.010 et seq.
• Missouri Final Pay: Mo. Rev. Stat. § 290.110
• Missouri Service Letter: Mo. Rev. Stat. § 290.140
• Missouri Proposition A (Paid Sick Time): Mo. Rev. Stat. § 290.603
• OWBPA: 29 U.S.C. § 626(f)
• McLaren Macomb: 372 NLRB No. 58 (2023)
• DTSA: 18 U.S.C. § 1833(b)

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

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