Separation Agreement and General Release (Utah)

SEPARATION AGREEMENT AND GENERAL RELEASE

State of Utah

PRIVILEGED AND CONFIDENTIAL

IMPORTANT -- UTAH LAW NOTES: Utah's Post-Employment Restrictions Act (Utah Code § 34-51-101 et seq., effective May 10, 2016) limits post-employment non-competition covenants to a maximum of one (1) year. If an employer seeks to enforce an unenforceable non-compete and loses, it must pay the employee's attorney fees, court costs, and actual damages. Additionally, Utah requires final wages within 24 hours of an employee's demand following involuntary termination (Utah Code § 34-28-5).

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 [________________________________], Utah [____]

(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 Utah;

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

WHEREAS, Company desires to provide separation benefits beyond what Employee is otherwise entitled to receive;

WHEREAS, Employee has been advised to consult with an attorney;

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

ARTICLE 1: SEPARATION OF EMPLOYMENT

1.1 Separation Date. Employment terminates effective the Separation Date.

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

1.3 Final Wages -- Utah Requirements.

(a) Final Pay Timing (Utah Code § 34-28-5).

• Involuntary Termination/Discharge: Company shall pay all wages due within twenty-four (24) hours of the time of separation. If Employee makes a demand for wages, payment is due within 24 hours of that demand.
• Voluntary Resignation: Company shall pay all wages due by the next regular payday.
• Seasonal or Temporary Employees: Wages due within 24 hours of discharge or within 72 hours of a quit with notice.

(b) Wages Defined (Utah Code § 34-28-2). "Wages" means the amounts due to the employee for labor or services, whether the amount is fixed or ascertained on a time, task, piece, commission, or other basis.

(c) PTO/Vacation Payout. Utah does not mandate PTO payout by statute. However, if Company policy or agreement provides for payout, such amounts constitute wages. Amount (if applicable): $[________________________________].

(d) Penalties (Utah Code § 34-28-5(1)(e)). If wages are not paid when due, the employer may be subject to penalties including payment of the wages owed plus interest. The Utah Labor Commission may also impose administrative penalties.

(e) Wage Deductions. No unauthorized deductions from final wages.

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

ARTICLE 2: SEVERANCE CONSIDERATION

2.1 Severance Payment.

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

☐ Installments: $[________________________________] per [____], for [____] months.

2.2 Benefits Continuation.

☐ COBRA Subsidy: [____] months.
☐ Utah Mini-COBRA: Utah requires group health continuation coverage for employees of small employers (2-19 employees) for up to 12 months (Utah Code § 31A-22-722).
☐ Lump Sum: $[________________________________].

2.3 Outplacement. [________________________________]

2.4 Other Benefits. [________________________________]

2.5 Tax Treatment. Subject to applicable federal and Utah state withholdings.

2.6 Adequacy of Consideration. Exceeds amounts already owed.

ARTICLE 3: EQUITY, BONUS, AND OTHER COMPENSATION

3.1 Equity Awards. [________________________________]

3.2 Bonus/Commissions. [________________________________]

3.3 Section 409A. Compliance intended.

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, ADEA (subject to Article 6), ADA, Pregnant Workers Fairness Act (PWFA) (42 U.S.C. § 2000gg et seq.), FMLA, Equal Pay Act, GINA, USERRA, ERISA (excluding vested benefits), WARN Act, Section 1981, Sarbanes-Oxley, Dodd-Frank

(b) Utah Antidiscrimination Act (UADA) (Utah Code § 34A-5-101 et seq.):

• The UADA prohibits employment discrimination based on race, color, sex (including pregnancy, childbirth, and pregnancy-related conditions), age (40+), religion, national origin, disability, sexual orientation, and gender identity
• Enforced by the Utah Antidiscrimination and Labor Division (UALD) within the Utah Labor Commission
• Applies to employers with fifteen (15) or more employees
• Administrative complaints must be filed with the UALD within 180 days of the alleged discriminatory act
• Civil actions may be filed in district court after administrative exhaustion
• Remedies: Back pay, front pay, compensatory damages, reinstatement, injunctive relief, and reasonable attorneys' fees
• The UADA was amended in 2023 to add sexual orientation and gender identity as protected classes (SB 296, effective 2015, codified anti-discrimination provisions for employment and housing while preserving religious liberty exemptions)
• Utah Code § 34A-5-106 -- Retaliation protections

(c) Other Utah Statutes:

• Utah Payment of Wages Act (Utah Code § 34-28-1 et seq.)
• Utah Workers' Compensation Act (Utah Code § 34A-2-101 et seq.) (excluding existing claims)
• Utah Employment Security Act (Utah Code § 35A-4-101 et seq.)
• Utah Protection of Activities in Private Vehicles Act (Utah Code § 34-45-101 et seq.)
• Utah Whistleblower Protections (Utah Code § 67-21-1 et seq., public employees)

(d) Common Law Claims: Breach of contract, wrongful discharge in violation of public policy (per Touchard v. La-Z-Boy Inc., 2006 UT 71), tortious interference, defamation, fraud, intentional or negligent infliction of emotional distress, invasion of privacy, and all other Utah common law claims.

4.2 Standard Carve-Outs. This Release does NOT waive or release:

(a) Rights to enforce this Agreement;
(b) Post-signing claims;
(c) Vested ERISA benefits;
(d) Unemployment insurance benefits;
(e) Workers' compensation benefits;
(f) Indemnification rights;
(g) Right to file or cooperate with the EEOC, NLRB, SEC, OSHA, UALD, Utah Labor Commission, or any governmental agency;
(h) NLRA Section 7 rights;
(i) Speak Out Act protections;
(j) Non-waivable rights.

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

4.4 Company Release. Standard mutual 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)

6.1 Knowing and Voluntary Waiver. Per OWBPA, 29 U.S.C. § 626(f).

6.2 Consideration Period.

☐ Individual (21 days).

☐ Group Exit (45 days). Decisional unit disclosure: Exhibit A.

6.3 Revocation Period. Seven (7) calendar days. Written revocation to [________________________________]. Effective Date: eighth day.

6.4 Advice of Counsel. Employee is advised in writing to consult with an attorney.

6.5 No Waiver of Future Claims.

6.6 Additional Consideration.

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

7.1 Confidentiality. Standard terms with carve-outs.

7.2 Non-Disparagement (McLaren Macomb-Compliant). Mutual; NLRA Section 7 carve-out per McLaren Macomb, 372 NLRB No. 58 (2023).

7.3 Protected Disclosures. Employee may:

(a) File with EEOC, NLRB, SEC, OSHA, UALD, Utah Labor Commission, or any agency;
(b) Cooperate with investigations;
(c) Testify truthfully;
(d) Engage in NLRA Section 7 activity;
(e) Make Speak Out Act and DTSA-protected disclosures.

7.4 Confidential Business Information. Per existing agreements and Utah Uniform Trade Secrets Act (Utah Code § 13-24-1 et seq.).

ARTICLE 8: RESTRICTIVE COVENANTS

8.1 Utah Post-Employment Restrictions Act (Utah Code § 34-51-101 et seq., effective May 10, 2016).

IMPORTANT -- UTAH NON-COMPETE RESTRICTIONS:

(a) One-Year Maximum Duration (§ 34-51-201). For any post-employment restrictive covenant entered into on or after May 10, 2016, the non-compete period may not exceed one (1) year from the date the employee is no longer employed by the employer.

(b) Definition of "Post-Employment Restrictive Covenant" (§ 34-51-102). The Act applies to agreements that restrict an employee from competing with the employer by providing products, processes, or services that are similar to the employer's products, processes, or services.

(c) Penalty for Enforcement of Unenforceable Covenants (§ 34-51-301). If an employer seeks to enforce a post-employment restrictive covenant through litigation or arbitration and the covenant is found to be unenforceable, the employer must pay:
- Employee's court costs and attorney fees
- Employee's actual damages arising from the enforcement action
This creates significant risk for employers who attempt to enforce overbroad or unlawful restrictions.

(d) Exceptions (§ 34-51-201(3)). The Act does NOT apply to:
- Non-competes that are part of a severance agreement mutually and freely agreed upon in good faith at or after the time of termination
- Non-competes agreed to in connection with the sale of a business where the individual receives value related to the sale

(e) Not Applicable to Non-Solicitation. The Act does not apply to non-solicitation, non-disclosure, or confidentiality agreements.

☐ Severance Agreement Exception Applies. This Agreement includes a non-compete that is part of a reasonable severance agreement mutually and freely agreed upon in good faith. Duration: [____] months (may exceed 1 year under this exception but must still be reasonable).

☐ Standard Employment Non-Compete. Duration: [____] months (maximum 12 months under the Act). Geographic scope: [________________________________]. Activity: [________________________________].

☐ No Non-Compete.

8.2 Non-Solicitation. ☐ Included. Duration: [____] months. ☐ Not included. (Note: Non-solicitation is not subject to the Post-Employment Restrictions Act.)

8.3 Existing NDAs/Invention Assignment. Survive per their terms.

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

ARTICLE 9: RETURN OF COMPANY PROPERTY

9.1 Within [____] days, return all property. 9.2 No copies retained. 9.3 Transition cooperation.

ARTICLE 10: DISPUTE RESOLUTION

10.1 Governing Law. Laws of Utah.

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

10.3 Arbitration. ☐ Not applicable. ☐ Applicable (with standard exclusions).

10.4 Jury Waiver. ☐ Mutual waiver. (Utah courts generally enforce knowing jury waivers.) ☐ Not applicable.

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement. 11.2 Amendments. 11.3 Severability. 11.4 Waiver. 11.5 Counterparts. 11.6 Successors and Assigns. 11.7 No Admission. 11.8 Section 409A.

ARTICLE 12: UTAH-SPECIFIC COMPLIANCE CHECKLIST

☐ Final wages paid within 24 hours of demand (discharge) or next regular payday (quit) (Utah Code § 34-28-5)
☐ Final wages NOT conditioned on execution of this Agreement
☐ PTO/vacation payout per Company policy
☐ UADA claims enumerated (Utah Code § 34A-5-101 et seq.) -- applies to 15+ employees
☐ Sexual orientation and gender identity protections noted (SB 296)
☐ Post-Employment Restrictions Act compliance (Utah Code § 34-51-101 et seq.):
☐ Non-compete duration does not exceed 1 year (unless severance agreement exception applies)
☐ Severance agreement exception properly invoked if applicable
☐ Employer penalty for enforcement of unenforceable covenant acknowledged (§ 34-51-301)
☐ Non-solicitation and NDA not subject to the Post-Employment Restrictions Act
☐ OWBPA consideration period provided (21 or 45 days)
☐ 7-day ADEA revocation period provided
☐ Employee advised to consult an attorney
☐ DTSA whistleblower immunity notice included (18 U.S.C. § 1833(b))
☐ McLaren Macomb NLRA Section 7 carve-out included
☐ Speak Out Act protections preserved
☐ UALD filing rights preserved

ARTICLE 13: SIGNATURES

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING CLAIMS UNDER THE UTAH ANTIDISCRIMINATION ACT.

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-Compete Terms (if applicable)
☐ Exhibit D -- Reference Letter

Sources and References

• Utah Antidiscrimination Act: Utah Code § 34A-5-101 et seq.
• Utah Final Pay: Utah Code § 34-28-5
• Utah Post-Employment Restrictions Act: Utah Code § 34-51-101 et seq.
• UALD: Utah Antidiscrimination and Labor Division
• OWBPA: 29 U.S.C. § 626(f)
• DTSA: 18 U.S.C. § 1833(b)
• McLaren Macomb: 372 NLRB No. 58 (2023)

This template is provided for informational purposes only. Utah limits non-competes to one year (with a severance agreement exception) and penalizes employers who enforce unenforceable restrictions. Consult a qualified Utah attorney before use.

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