EMPLOYMENT SETTLEMENT AGREEMENT AND RELEASE

This Employment Settlement Agreement and Release ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

EMPLOYEE:
Name: _______________________________________________
Address: ____________________________________________
City/State/ZIP: _______________________________________
Social Security Number (last 4 digits): XXX-XX-__________
("Employee")

EMPLOYER:
Company Name: _______________________________________
Address: ____________________________________________
City/State/ZIP: _______________________________________
("Employer" or "Company")

RECITALS

WHEREAS, Employee was employed by Employer from [START DATE] to [END DATE] in the position of [JOB TITLE];

WHEREAS, Employee's employment with Employer has terminated or will terminate effective [SEPARATION DATE] ("Separation Date");

WHEREAS, a dispute has arisen or may arise between the parties concerning:
☐ Termination of employment
☐ Alleged discrimination based on: _______________________
☐ Alleged retaliation
☐ Alleged harassment
☐ Wage and hour claims
☐ Breach of contract
☐ EEOC Charge No.: __________________________________
☐ State agency complaint: _____________________________
☐ Pending litigation: _________________________________
☐ Other: ___________________________________________

WHEREAS, the parties desire to fully and finally resolve all claims and disputes arising from or related to Employee's employment and separation;

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

ARTICLE 1: SEPARATION FROM EMPLOYMENT

1.1 Separation Date

Employee's last day of employment with Employer is [DATE].

1.2 Characterization of Separation

The separation shall be characterized as:
☐ Voluntary resignation
☐ Involuntary termination
☐ Mutual separation
☐ Retirement
☐ Reduction in force/Layoff
☐ Other: ___________________________________________

1.3 Final Wages

Employer shall pay Employee all earned wages, salary, and accrued, unused vacation/PTO through the Separation Date:
- Final paycheck amount: $_______________
- Accrued vacation/PTO: $_______________
- Payment date: _______________

These amounts are owed regardless of whether Employee signs this Agreement.

ARTICLE 2: CONSIDERATION

2.1 Settlement Payment

In consideration for Employee's promises and releases contained herein, Employer agrees to pay Employee:

Total Settlement Amount: $_______________

Allocated as follows:

2.2 Payment Schedule

☐ Lump Sum: Payment shall be made within [NUMBER] days after the Effective Date (as defined in Section 9.2).

☐ Installments:

2.3 Payment Method

☐ Check mailed to Employee's address above
☐ Direct deposit to Employee's account on file
☐ Wire transfer
☐ Check payable to Employee's attorney: _________________

2.4 Additional Consideration

In addition to the Settlement Payment, Employer agrees to provide:

☐ COBRA Subsidy: Employer shall pay $__________ per month toward COBRA premiums for [NUMBER] months.

☐ Outplacement Services: Employer shall provide outplacement services through [PROVIDER] for [DURATION].

☐ Neutral Reference: Employer agrees to provide a neutral reference limited to dates of employment and job title.

☐ Positive Reference Letter: Employer shall provide the reference letter attached as Exhibit A.

☐ Non-Contest of Unemployment: Employer agrees not to contest Employee's application for unemployment benefits.

☐ Equity Vesting: [NUMBER] shares/options shall continue to vest through [DATE].

☐ Bonus: Pro-rated bonus of $__________ for the [YEAR] performance period.

☐ Other: _________________________________________

2.5 Tax Matters

Employee acknowledges that Employer has made no representations regarding the tax treatment of any payment made pursuant to this Agreement. Employee agrees to be solely responsible for any taxes owed on amounts received and to indemnify Employer for any tax liability, penalties, or interest arising from a different characterization by any taxing authority.

ARTICLE 3: RELEASE OF CLAIMS

3.1 General Release by Employee

In consideration of the payments and benefits set forth in Article 2, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors, and assigns, hereby fully and forever releases and discharges Employer and its past, present, and future parent companies, subsidiaries, affiliates, predecessors, successors, assigns, and their respective officers, directors, shareholders, members, managers, employees, agents, representatives, insurers, attorneys, employee benefit plans and fiduciaries, and all persons acting by, through, under, or in concert with any of them (collectively, "Released Parties"), from any and all claims, demands, damages, actions, causes of action, and liabilities of any kind, whether known or unknown, arising from the beginning of time through the date Employee signs this Agreement.

3.2 Claims Released

Without limiting the generality of the foregoing, the claims released include:

☐ Claims arising from Employee's employment and separation from employment
☐ Claims under Title VII of the Civil Rights Act of 1964
☐ Claims under the Age Discrimination in Employment Act (ADEA)
☐ Claims under the Americans with Disabilities Act (ADA)
☐ Claims under the Family and Medical Leave Act (FMLA)
☐ Claims under the Equal Pay Act
☐ Claims under the Genetic Information Nondiscrimination Act (GINA)
☐ Claims under the Employee Retirement Income Security Act (ERISA)
☐ Claims under the Worker Adjustment and Retraining Notification Act (WARN)
☐ Claims under the Fair Labor Standards Act (FLSA)
☐ Claims under the National Labor Relations Act (NLRA)
☐ Claims under [STATE] Fair Employment Practices Act
☐ Claims under [STATE] wage and hour laws
☐ Claims under [STATE] whistleblower protection laws
☐ Claims for breach of express or implied contract
☐ Claims for breach of the covenant of good faith and fair dealing
☐ Claims for promissory estoppel
☐ Claims for negligent or intentional infliction of emotional distress
☐ Claims for defamation, invasion of privacy, or tortious interference
☐ Claims for wrongful termination in violation of public policy
☐ All other statutory, constitutional, common law, or equitable claims

3.3 ADEA/OWBPA Waiver Requirements

IMPORTANT: PLEASE READ CAREFULLY

This Agreement includes a release of claims under the Age Discrimination in Employment Act (ADEA). In accordance with the Older Workers Benefit Protection Act (OWBPA), Employee acknowledges:

(a) Written Agreement: This Agreement is written in a manner calculated to be understood by Employee.

(b) ADEA Reference: This Agreement specifically refers to rights and claims arising under the Age Discrimination in Employment Act (ADEA).

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

(d) Valuable Consideration: The consideration provided under this Agreement is in addition to anything of value to which Employee is already entitled.

(e) Consultation with Attorney: Employee is hereby advised in writing to consult with an attorney prior to executing this Agreement.

(f) Time to Consider:
☐ Individual Termination: Employee has [21] days from receipt of this Agreement to consider whether to sign it.
☐ Group Termination/Exit Incentive Program: Employee has [45] days from receipt of this Agreement to consider whether to sign it.

(g) Revocation Period: Employee may revoke this Agreement within seven (7) days after signing it by delivering written notice of revocation to:
Name: ____________________________________________
Address: _________________________________________
Email: ___________________________________________

(h) Effective Date: This Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired without revocation ("Effective Date").

3.4 Group Termination Disclosures (if applicable)

☐ Not applicable (individual termination)
☐ Applicable. See Exhibit B for information required under 29 U.S.C. Section 626(f)(1)(H):
- The class, unit, or group of individuals covered by the program
- Any eligibility factors for the program
- Any time limits applicable to the program
- The job titles and ages of all individuals eligible or selected for the program
- The ages of all individuals in the same job classification or organizational unit who are not eligible or selected

3.5 Waiver of Unknown Claims

Employee expressly waives and relinquishes any and all rights under California Civil Code Section 1542 (and any similar statute of any other jurisdiction), which provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Employee's Initials: _______

3.6 Claims Not Released

Notwithstanding the foregoing, this release does not include:

(a) Claims for vested benefits under ERISA-governed benefit plans;
(b) Claims for workers' compensation benefits;
(c) Claims for unemployment insurance benefits;
(d) Claims that cannot be waived by law;
(e) Claims arising after the date Employee signs this Agreement;
(f) Claims for enforcement of this Agreement;
(g) The right to file a charge with or participate in an investigation by the EEOC, NLRB, or other government agency (although Employee waives the right to recover monetary damages in any such proceeding);
(h) Claims for indemnification under applicable law or Employer's bylaws or insurance policies.

3.7 Mutual Release by Employer (if applicable)

☐ Employer hereby releases Employee from all claims arising from Employee's employment, except for claims arising from criminal conduct, fraud, or breach of fiduciary duty.

ARTICLE 4: EMPLOYEE ACKNOWLEDGMENTS AND COVENANTS

4.1 Return of Property

Employee certifies that Employee has returned or will return within [NUMBER] days all Employer property, including:
☐ Laptop computer and accessories
☐ Mobile phone
☐ Access cards, keys, and badges
☐ Credit cards
☐ Company vehicle
☐ Files, documents, and records (paper and electronic)
☐ Proprietary and confidential information
☐ Customer and vendor lists
☐ Other: ___________________________________________

4.2 Confidential Information

Employee acknowledges continuing obligations under any confidentiality, proprietary information, or similar agreement signed during employment. Employee agrees not to use or disclose any confidential or proprietary information of Employer.

4.3 Non-Disparagement

Employee agrees not to make any false, disparaging, or defamatory statements about Employer, its products, services, officers, directors, or employees.

☐ Mutual: Employer agrees to direct its officers, directors, and HR personnel not to make false, disparaging, or defamatory statements about Employee.

This provision does not restrict truthful statements made in response to legal process, to government agencies, or as otherwise protected by law.

4.4 Cooperation

Employee agrees to cooperate with Employer in connection with any pending or future litigation, investigation, or proceeding relating to matters within Employee's knowledge, including making Employee available for interviews, depositions, and testimony. Employer shall reimburse Employee for reasonable out-of-pocket expenses and compensate Employee at a rate of $__________ per hour for time spent on such cooperation.

4.5 Confidentiality of Agreement

☐ The terms of this Agreement are confidential. Employee agrees not to disclose the terms of this Agreement to any third party except:
(a) Employee's immediate family members
(b) Employee's legal, tax, and financial advisors
(c) As required by law or legal process
(d) As necessary to enforce this Agreement

☐ The terms of this Agreement are not confidential.

4.6 Non-Compete (if applicable)

☐ Not applicable
☐ See Exhibit C for non-compete provisions
☐ The non-compete agreement dated [DATE] remains in full force and effect
☐ The non-compete agreement is hereby modified as follows: _______

4.7 Non-Solicitation (if applicable)

☐ Not applicable
☐ For a period of [NUMBER] months following the Separation Date, Employee shall not:
(a) Solicit, recruit, or hire any employee of Employer
(b) Solicit or divert any customer or client of Employer
(c) Interfere with any business relationship of Employer

ARTICLE 5: EEOC AND AGENCY CHARGES

5.1 Withdrawal of Charges

☐ Not applicable (no pending charges)
☐ Employee agrees to withdraw with prejudice EEOC Charge No. ____________ and any related state agency charge within [NUMBER] days of the Effective Date.

5.2 Right to File Charges

Nothing in this Agreement prevents Employee from filing a charge with the EEOC, NLRB, SEC, or other government agency, or from participating in any agency investigation. However, Employee waives the right to recover any monetary damages or other individual relief in connection with any such charge or investigation.

5.3 Dismissal of Litigation

☐ Not applicable (no pending litigation)
☐ Within [NUMBER] days of the Effective Date, the parties shall file a joint stipulation dismissing with prejudice the action captioned ____________, Case No. ____________.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

6.1 Employee Representations

Employee represents and warrants:

(a) Employee has had adequate time to consider this Agreement;
(b) Employee has been advised to consult with an attorney;
(c) Employee has read and understands this Agreement;
(d) Employee is signing voluntarily and of Employee's own free will;
(e) Employee has not assigned or transferred any claims released herein;
(f) Employee has reported all hours worked and has been paid all wages owed;
(g) Employee has reported any workplace injuries;
(h) Employee is not aware of any unreported violations of law by Employer;
(i) Employee has not filed for bankruptcy.

6.2 Employer Representations

Employer represents and warrants:

(a) The person signing on behalf of Employer is authorized to do so;
(b) This Agreement constitutes a valid and binding obligation of Employer.

ARTICLE 7: REMEDIES

7.1 Breach by Employee

In the event of a material breach of this Agreement by Employee:

(a) Employer may seek all remedies available at law or in equity;
(b) Employer may recover damages, including the amount paid under this Agreement;
(c) Employer may seek injunctive relief to enforce confidentiality and non-disparagement provisions;
(d) The prevailing party shall be entitled to recover reasonable attorney's fees.

7.2 Breach by Employer

In the event of a material breach of this Agreement by Employer, Employee may:

(a) Seek to enforce this Agreement;
(b) Seek all remedies available at law or in equity;
(c) The release of claims shall remain in effect except as to the claim for breach of this Agreement.

ARTICLE 8: GENERAL PROVISIONS

8.1 Governing Law

This Agreement shall be governed by the laws of the State of [STATE], without regard to conflicts of law principles.

8.2 Dispute Resolution

Any dispute arising under this Agreement shall be resolved:
☐ In the state or federal courts of [STATE/DISTRICT]
☐ By binding arbitration under [AAA/JAMS] rules
☐ First by mediation, then by litigation/arbitration

8.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, except for any surviving confidentiality, non-compete, or intellectual property agreements.

8.4 Amendments

This Agreement may not be amended except by a written instrument signed by both parties.

8.5 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

8.6 Counterparts and Electronic Signatures

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

8.7 No Admission

This Agreement is a compromise of disputed claims and is not an admission of liability by either party.

ARTICLE 9: EXECUTION AND EFFECTIVE DATE

9.1 Consideration Period

Employee acknowledges receipt of this Agreement on [DATE] and has been given:
☐ Twenty-one (21) days to consider it (individual termination)
☐ Forty-five (45) days to consider it (group termination)

Employee may sign the Agreement at any time during this period.

9.2 Revocation Period

Employee may revoke this Agreement within seven (7) days after signing by delivering written notice to:
___________________________________________________

9.3 Effective Date

The "Effective Date" of this Agreement is the eighth (8th) day after Employee signs, provided Employee has not revoked.

SIGNATURES

EMPLOYEE

I HAVE READ THIS AGREEMENT CAREFULLY. I UNDERSTAND ALL OF ITS TERMS. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING. I AM SIGNING THIS AGREEMENT VOLUNTARILY.

Signature: __________________________________________
Printed Name: _______________________________________
Date Signed: ________________________________________

EMPLOYER

Signature: __________________________________________
Printed Name: _______________________________________
Title: _____________________________________________
Date Signed: ________________________________________

EXHIBIT A: REFERENCE LETTER (if applicable)

[Insert agreed-upon reference letter text]

EXHIBIT B: OWBPA GROUP TERMINATION DISCLOSURES (if applicable)

Decisional Unit: ___________________________________
Eligibility Factors: ________________________________
Time Limits: _____________________________________

EXHIBIT C: RESTRICTIVE COVENANTS (if applicable)

[Insert non-compete, non-solicitation provisions as applicable]

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