SEPARATION AGREEMENT AND GENERAL RELEASE

State of Ohio

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 [________________________________], Ohio [____]

(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 Ohio;

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

WHEREAS, the Parties desire to resolve all matters relating to Employee's employment and its termination;

WHEREAS, Company desires to provide separation benefits in exchange for Employee's agreement to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

ARTICLE 1: SEPARATION OF EMPLOYMENT

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

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

1.3 Final Wages -- Ohio Requirements.

(a) Ohio Final Pay Timing (ORC § 4113.15). Company shall pay Employee all wages earned and unpaid by the first day of each month for wages earned in the first half of the preceding month, and the fifteenth of each month for wages earned in the second half of the preceding month. In practice, for terminated employees, this means payment by the next regular payday. If Employee is discharged, final wages must be paid by the first payday following the discharge on which the employee would otherwise have been paid.

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

(c) Vacation/PTO Payout. Ohio does not mandate vacation/PTO payout by statute. Payout is governed by Company policy or employment contract. If Company policy provides: $[________________________________].

(d) Prompt Pay Act (ORC § 4113.15(B)). Ohio's Prompt Pay Act requires employers to pay wages on regular paydays and prohibits wage withholding except as authorized by law or employee.

1.4 Expense Reimbursement. Within [____] days of the Separation Date.

ARTICLE 2: SEVERANCE CONSIDERATION

2.1 Severance Payment.

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

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

2.2 Benefits Continuation. ☐ COBRA subsidy for [____] months. ☐ Ohio state continuation coverage (Ohio law provides 12 months continuation for employers with fewer than 20 employees). ☐ Lump sum: $[________________________________].

2.3 Outplacement. [________________________________]

2.4 Other Benefits. [________________________________]

2.5 Tax Treatment. Subject to applicable withholdings.

ARTICLE 3: EQUITY, BONUS, AND OTHER COMPENSATION

3.1 Equity Awards. [________________________________]

3.2 Bonus. [________________________________]

3.3 Section 409A. All payments comply with or are exempt from Section 409A.

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, 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) Ohio State Statutes:
- Ohio Civil Rights Act (ORC § 4112.01 et seq.) -- prohibiting discrimination based on race, color, religion, sex (including pregnancy), military status, national origin, disability, age, and ancestry
- Ohio Employment Discrimination Civil Action (ORC § 4112.052) -- individual civil action with two-year statute of limitations (as amended by HB 352, effective April 15, 2021)
- Ohio Equal Pay Act (ORC § 4111.17)
- Ohio Wage Payment Laws (ORC § 4113.15)
- Ohio Minimum Wage Law (ORC § 4111.01 et seq.)
- Ohio Whistleblower Protection (ORC § 4113.52)
- Ohio Workers' Compensation (to the extent waivable)

(c) Common Law Claims: Breach of contract, Greeley v. Miami Valley Maintenance Contractors public-policy wrongful discharge, Mers v. Dispatch Printing promissory estoppel, tortious interference, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, fraud, and all other Ohio common law claims.

4.2 Ohio Civil Rights Act -- Special Considerations.

(a) Administrative vs. Civil Action. Under ORC § 4112.052 (effective April 15, 2021), an employee who brings a civil action for employment discrimination cannot also file an Ohio Civil Rights Commission (OCRC) charge and vice versa. The employee must elect one remedy.

(b) Statute of Limitations. The statute of limitations for filing a civil action under ORC § 4112.052 is two (2) years from the date of the alleged unlawful discriminatory practice. OCRC charges must be filed within two years as well.

(c) Damages. Compensatory damages (including emotional distress), back pay, front pay, and attorney fees are available. Punitive damages may be available in cases of egregious conduct.

4.3 Carve-Outs. Standard carve-outs: enforcement of this Agreement; post-signing claims; unemployment; workers' comp; vested ERISA benefits; indemnification; agency filings (EEOC, NLRB, SEC, OSHA, Ohio Civil Rights Commission); NLRA Section 7; non-waivable rights; Speak Out Act.

4.4 Unknown Claims. Release covers known and unknown claims.

4.5 Company Release. Standard release with exceptions.

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 of Agreement Terms. Employee agrees to keep the terms and conditions of this Agreement confidential and shall not disclose them to any person other than Employee's spouse or domestic partner, attorney, tax advisor, or financial advisor, each of whom shall be advised of this confidentiality obligation, except as required by law or legal process.

7.2 Non-Disparagement (McLaren Macomb-Compliant).

(a) Employee agrees not to make public statements that are materially disparaging of Company, its products, services, officers, directors, or employees.

(b) Company agrees to instruct its senior officers and directors not to make public statements that are materially disparaging of Employee.

(c) NLRA Section 7 Carve-Out (McLaren Macomb, 372 NLRB No. 58 (2023)). Nothing in this Section restricts Employee's rights under Section 7 of the NLRA, including the right to engage in protected concerted activity, to communicate with co-workers, union representatives, or third parties about terms and conditions of employment, or to engage in other NLRA-protected activity.

7.3 Protected Disclosures. Nothing in this Agreement prohibits or restricts Employee from:

(a) Filing a charge, complaint, or report with the EEOC, NLRB, SEC, OSHA, Ohio Civil Rights Commission, or any other federal, state, or local agency;

(b) Communicating with or providing information to any governmental agency or legislative body;

(c) Testifying truthfully in any legal proceeding;

(d) Engaging in NLRA Section 7 protected concerted activity;

(e) Making disclosures protected by the Speak Out Act (Pub. L. 117-224);

(f) Making disclosures protected by Ohio whistleblower protections (ORC § 4113.52).

7.4 Confidential Business Information. Employee's obligations regarding trade secrets and confidential business information survive termination in accordance with any separate confidentiality agreement and the Ohio Uniform Trade Secrets Act (ORC § 1333.61 et seq.).

ARTICLE 8: RESTRICTIVE COVENANTS

8.1 Existing NDA, invention assignment, and confidentiality agreements survive.

8.2 Non-Competition (Ohio Law -- Raimonde/Lakes Factors).

Ohio does not have a non-compete statute. Instead, Ohio courts evaluate non-compete agreements under the common law factors established in Raimonde v. Van Vlerah (1975) and Lake Land Employment Group of Akron v. Columber (2004). Under this framework:

(a) Raimonde Factors. A non-compete is enforceable if it is:
1. No greater than required for the protection of the employer's legitimate business interests;
2. Does not impose undue hardship on the employee; and
3. Is not injurious to the public.

(b) Lakes/Columber Consideration. Under Lake Land v. Columber, an at-will employee who signs a non-compete after the start of employment has received adequate consideration in the form of continued employment. This is a departure from some other states that require independent consideration.

(c) Blue-Pencil Doctrine. Ohio courts may modify (blue-pencil) overbroad non-competes to make them reasonable and enforceable.

(d) Reasonableness Factors. Courts consider the duration (typically 1-2 years), geographic scope (related to employer's market), and scope of restricted activity.

☐ No Non-Compete.
☐ Existing Non-Compete. Duration: [____] months. Geographic scope: [________________________________]. Activity: [________________________________]. Consideration: ☐ At hiring ☐ Continued employment ☐ Other: [________________________________].

8.3 Non-Solicitation. [________________________________]

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

ARTICLE 9: RETURN OF COMPANY PROPERTY

9.1 Within [____] days of the Separation Date, Employee shall return all Company property, including but not limited to:

☐ Laptop computers, tablets, mobile phones, and other electronic devices
☐ Access cards, keys, security badges, and parking passes
☐ Credit cards and corporate purchasing cards
☐ All documents, files, records, and data (hard copy and electronic)
☐ Proprietary and confidential information in any form
☐ All copies of the foregoing

9.2 Employee represents and warrants that Employee has not retained and will not retain any copies of Company documents, data, or confidential information on any personal device, cloud account, external storage device, or email account.

9.3 Employee shall cooperate with Company to ensure the orderly transition of responsibilities and shall be available for reasonable questions for a period of [____] days following the Separation Date.

ARTICLE 10: DISPUTE RESOLUTION

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

10.2 Forum Selection. Any dispute arising under this Agreement shall be brought exclusively in the state or federal courts located in [________________________________], Ohio.

10.3 Arbitration (Optional).

☐ The Parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration administered by [________________________________] in accordance with its employment arbitration rules.

☐ Exclusions from Arbitration: Claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. § 401 et seq.), NLRB charges, workers' compensation claims, and unemployment insurance claims are excluded.

☐ Not applicable.

10.4 Jury Waiver. ☐ TO THE EXTENT PERMITTED BY OHIO LAW, EACH PARTY HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY. ☐ Not applicable.

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, representations, and proposals.

11.2 Amendments. This Agreement may not be modified except by a written instrument signed by both Parties.

11.3 Severability. If any provision is held invalid, the remaining provisions continue in full force and effect.

11.4 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement rights.

11.5 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are valid and binding.

11.6 Successors and Assigns. This Agreement binds and benefits the Parties and their heirs, successors, and assigns.

11.7 No Admission. Nothing herein is an admission of liability by either Party.

11.8 Section 409A. All payments are intended to comply with or be exempt from Section 409A of the Internal Revenue Code.

ARTICLE 12: OHIO-SPECIFIC COMPLIANCE CHECKLIST

☐ Final wages paid by next regular payday (ORC § 4113.15)
☐ Earned wages NOT conditioned on execution of this Agreement
☐ PTO/vacation payout per employer policy (no OH statute requiring payout)
☐ Ohio Civil Rights Act claims enumerated (ORC § 4112.01 et seq.)
☐ ORC § 4112.052 election-of-remedies rule acknowledged (civil action vs. OCRC charge)
☐ 2-year statute of limitations for employment discrimination civil actions noted
☐ Non-compete (if any) meets Raimonde/Lakes factors:
☐ Protects legitimate business interest
☐ No undue hardship on employee
☐ Not injurious to public
☐ Reasonable in duration, geography, and scope
☐ Supported by adequate consideration (at-will continued employment may suffice per Lake Land v. Columber)
☐ Blue-pencil reformation possibility acknowledged
☐ Ohio Civil Rights Commission filing rights preserved
☐ Ohio whistleblower protections preserved (ORC § 4113.52)
☐ OWBPA 21-day or 45-day consideration period provided
☐ 7-day ADEA revocation period provided
☐ Employee advised to consult an attorney
☐ DTSA 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/Non-Solicitation Agreement (if applicable)
☐ Exhibit D -- Reference Letter

Sources and References

• Ohio Civil Rights Act: ORC § 4112.01 et seq.
• Ohio Employment Discrimination Civil Action: ORC § 4112.052
• Ohio Wage Payment: ORC § 4113.15
• Ohio Whistleblower: ORC § 4113.52
• Ohio Non-Compete (Raimonde): Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975)
• Ohio Non-Compete (Lakes/Columber): Lake Land v. Columber, 101 Ohio St.3d 242 (2004)
• 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. Ohio evaluates non-competes under the Raimonde/Lakes common law framework rather than statute. Consult a qualified Ohio attorney before use.

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