SEVERANCE AND MUTUAL RELEASE AGREEMENT
(Alaska – Court-Ready Template)
[// GUIDANCE: This template is drafted for private-sector employment relationships governed by federal and Alaska state law. Counsel should confirm compliance with any applicable collective-bargaining agreement, employer policy, or executive employment contract.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Parties
This Severance and Mutual Release Agreement (this “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], an Alaska corporation with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”) (each, a “Party,” and collectively, the “Parties”).
1.2 Effective Date
This Agreement shall become effective on the eighth (8th) calendar day following Employee’s execution, provided Employee does not timely revoke under Section 3.7 (the “Effective Date”).
1.3 Recitals
A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee with certain severance benefits in exchange for a full and final release of claims, subject to the Older Workers Benefit Protection Act (the “OWBPA”).
C. Employee desires to accept such severance benefits and release Employer from liability, all on the terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the adequacy and sufficiency of which are acknowledged, the Parties agree as follows:
2. DEFINITIONS
For ease of reference, capitalized terms are defined alphabetically below and used consistently throughout this Agreement.
“ADEA” means the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.
“Affiliate” means any entity controlling, controlled by, or under common control with a Party.
“Claims” has the meaning given in Section 3.3.
“Confidential Information” has the meaning given in Section 5.2.
“Covered Period” means the period beginning on the Separation Date and ending on the last day of the Severance Period.
“Severance Benefits” has the meaning given in Section 3.1.
“Severance Period” means [NUMBER] months following the Separation Date.
[// GUIDANCE: Add or delete defined terms to match the final deal.]
3. OPERATIVE PROVISIONS
3.1 Severance Benefits
Subject to Employee’s timely execution, non-revocation, and continued compliance, Employer shall provide the following (collectively, the “Severance Benefits”):
a. Cash Severance: Lump-sum payment of $[SEVERANCE AMOUNT], less lawful withholdings, payable within ten (10) business days after the Effective Date.
b. COBRA Subsidy: Employer-paid premiums for Employee’s existing group health plan coverage during the Severance Period or until Employee becomes eligible for other coverage, whichever occurs first.
c. Outplacement: Up to [DOLLAR AMOUNT] in outplacement services, to be used within twelve (12) months of the Separation Date.
d. Other Consideration: [INSERT, IF ANY].
[// GUIDANCE: Alaska law does not impose state-specific severance mandates; amounts are negotiable.]
3.2 Consideration Period & Advice to Consult Counsel
Employee acknowledges that:
1. Employee has at least twenty-one (21) calendar days (or forty-five (45) days if this Agreement is offered in connection with a group termination program) to review and consider this Agreement before signing;
2. Employer hereby advises Employee in writing to consult with an attorney of Employee’s choosing prior to executing this Agreement; and
3. No one has hurried, coerced, or pressured Employee to sign before the end of the applicable consideration period.
3.3 Mutual Release of Claims
a. Release by Employee. In exchange for the Severance Benefits, Employee, on behalf of Employee and Employee’s heirs, executors, administrators, and assigns, irrevocably waives and fully releases Employer, its Affiliates, and their respective officers, directors, employees, agents, insurers, successors, and assigns (the “Released Parties”) from any and all liabilities, claims, demands, causes of action, and damages of every kind, whether known or unknown, arising on or before the Effective Date (collectively, “Claims”), including but not limited to:
i. claims under the ADEA, Title VII, ADA, FMLA, ERISA (other than vested benefits), and any other federal, state, or local statute;
ii. common-law claims, including breach of contract, tort, or defamation; and
iii. claims for attorneys’ fees and costs.
b. Release by Employer. Employer releases Employee from any and all Claims arising on or before the Effective Date, excluding Claims arising from fraud, embezzlement, or willful misconduct.
c. Scope Limitations. Nothing herein waives (i) rights arising after the Effective Date; (ii) claims for unemployment or workers’ compensation; (iii) vested retirement benefits; (iv) rights to enforce this Agreement; or (v) claims that cannot be waived as a matter of law.
3.4 No Admission
This Agreement is a compromise and shall not be construed as an admission of liability by any Party.
3.5 Conditions Precedent
Employer’s obligations are contingent upon:
a. Employee’s timely return of all Employer property per Section 5.3; and
b. Employee’s continued compliance with Sections 5 and 6.
3.6 Tax Matters
The Parties intend the Severance Benefits to be exempt from, or compliant with, Internal Revenue Code § 409A. Employee shall be solely responsible for all taxes due, except for Employer’s standard payroll withholding obligations.
3.7 Revocation Right
Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice to [CONTACT NAME/TITLE]. This Agreement will be void if revoked.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations
Each Party represents and warrants that:
a. It has full authority to execute and perform this Agreement;
b. It has not sold, assigned, or otherwise transferred any Claims released herein; and
c. Its execution of this Agreement does not violate any other agreement.
4.2 Employee Specific
Employee additionally represents that Employee:
a. Has reported all hours worked;
b. Has received all wages, overtime, and benefits owed through the Separation Date; and
c. Is not aware of any workplace injuries or unreported violations of law by Employer.
4.3 Survival
All representations and warranties shall survive the Effective Date for a period of three (3) years.
5. COVENANTS & RESTRICTIONS
5.1 Non-Disparagement
During the Covered Period, neither Party shall make any statement that could reasonably be expected to disparage the other Party or its reputation. This Section does not restrict truthful testimony under subpoena or other compulsory legal process.
5.2 Confidentiality
Employee shall keep confidential and not disclose to any third party (other than Employee’s attorney, tax advisor, or spouse, each bound by like confidentiality) the terms of this Agreement or Employer’s Confidential Information, except as required by law.
5.3 Return of Property
Within five (5) calendar days after the Separation Date, Employee shall return all Employer property, including documents, devices, keys, and credit cards, and permanently delete Employer data from personal devices.
5.4 Continuing Obligations
Any surviving restrictive covenants contained in prior agreements (e.g., non-compete, non-solicitation, or IP assignment) remain in full force and effect.
6. DEFAULT & REMEDIES
6.1 Events of Default
The following constitute a default:
a. Employee’s material breach of Sections 5.1–5.3;
b. Employer’s failure to pay Severance Benefits when due, subject to a five-day cure period after written notice.
6.2 Employer Remedies
Upon Employee’s uncured default, Employer may (i) cease further Severance Benefit payments; (ii) seek repayment of Severance Benefits already paid; and (iii) pursue any other remedy at law or in equity, subject to Section 7 (Limitation of Liability).
6.3 Employee Remedies
Upon Employer’s uncured default, Employee may pursue payment through litigation or arbitration as elected under Section 8.
6.4 Attorneys’ Fees
The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Mutual Indemnification
a. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Released Parties (“Indemnified Party”) from any third-party Claims arising out of the Indemnifying Party’s material breach of this Agreement or willful misconduct.
b. The Indemnified Party must provide prompt written notice and reasonable cooperation.
7.2 Limitation of Liability
Except for (i) claims for injunctive relief permitted under Section 8.5, (ii) a breach of Section 5 (Covenants & Restrictions), or (iii) indemnification obligations, each Party’s aggregate liability under this Agreement shall not exceed the total Severance Benefits payable hereunder.
7.3 Force Majeure
Neither Party shall be liable for delay or failure in performance caused by events beyond reasonable control, including acts of God, war, or governmental action; provided, the affected Party gives prompt notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska and, where applicable, federal law, without giving effect to conflict-of-law principles.
8.2 Forum Selection
Any action arising out of or relating to this Agreement shall be brought exclusively in (i) the state courts of Alaska sitting in [BOROUGH], or (ii) the United States District Court for the District of Alaska, subject to Section 8.3 (Arbitration), and the Parties hereby consent to the personal jurisdiction of such courts.
8.3 Arbitration (Optional)
[OPTIONAL—STRIKE IF NOT ELECTED] Any dispute not resolved informally within thirty (30) days shall be submitted to final and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional)
[OPTIONAL—STRIKE IF NOT ELECTED] TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
8.5 Injunctive Relief
Notwithstanding any provision requiring arbitration, either Party may seek limited injunctive relief in a court of competent jurisdiction to enforce Sections 5 or 6.2, provided that any monetary claims shall remain subject to Section 8.3, if elected.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver
No modification of this Agreement shall be effective unless in a written instrument signed by both Parties. A waiver on one occasion shall not constitute a waiver on another.
9.2 Assignment
Employee may not assign or delegate any rights or obligations hereunder. Employer may assign this Agreement to a successor in connection with a merger, consolidation, or sale of substantially all assets.
9.3 Successors & Assigns
This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
9.4 Severability
If any provision is held invalid, the remaining provisions shall remain enforceable, and the invalid provision shall be reformed to the minimum extent necessary to give effect to the Parties’ intent.
9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements.
9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or electronic signature platform shall be deemed original.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth below.
| Employer | Employee |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE LEGAL NAME] |
| By: _______ | _______ |
| Name: _____ | Date: _______ |
| Title: ____ | |
| Date: _____ |
[// GUIDANCE: Alaska does not require notarization for private severance agreements; add a notarization block if desired.]
11. EXHIBITS & SCHEDULES
Exhibit A List of Job Titles and Ages of Employees Selected/Not Selected for Separation
(Required ONLY if 45-day OWBPA consideration period applies to a group termination.)
[// GUIDANCE:
1. OWBPA Compliance: This template incorporates all statutory requirements found at 29 U.S.C. § 626(f), including the 21/45-day consideration period, 7-day revocation, advice to consult counsel, and clear, understandable language.
2. Customization: Bracketed sections must be completed or struck prior to execution.
3. State Final Wage Issues: Confirm timely payment of any earned wages and accrued PTO under Alaska law separate from the Severance Benefits.
4. Group Terminations: If part of a “reduction in force,” attach Exhibit A and adjust Section 3.2 accordingly.]