SEVERANCE AND MUTUAL RELEASE AGREEMENT

(District of Columbia)

[// GUIDANCE: Replace every bracketed, ALL-CAPS placeholder with deal-specific information. Delete all guidance comments prior to execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Severance and Mutual Release Agreement (the “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”) (each a “Party,” and collectively, the “Parties”).

2. Effective Date.
   This Agreement becomes effective on the eighth (8th) calendar day after Employee executes it (the “Effective Date”), provided Employee has not exercised the statutory right of revocation set forth in Section VIII.4.

3. Recitals.
   A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”).
   B. Employer desires to provide Employee with severance benefits conditioned upon Employee’s execution of, and compliance with, this Agreement.
   C. The Parties intend this Agreement to resolve fully and finally all matters between them, including any claims arising out of Employee’s employment or separation.

II. DEFINITIONS

For ease of reference, capitalized terms used herein have the following meanings. Defined terms appear in alphabetical order and are cross-referenced throughout the Agreement.

“Agreement” – has the meaning set forth in Section I.1.
“ADEA” – the Age Discrimination in Employment Act of 1967, as amended.
“Applicable Law” – all federal, District of Columbia, and local statutes, regulations, and ordinances governing the subject matter of this Agreement.
“COBRA” – the Consolidated Omnibus Budget Reconciliation Act of 1985.
“Confidential Information” – all non-public information concerning Employer’s business obtained by Employee during employment.
“Effective Date” – has the meaning set forth in Section I.2.
“Separation Date” – has the meaning set forth in Section I.3.B.
“Severance Benefits” – the consideration described in Section III.2.
[ADD OR DELETE DEFINITIONS AS NECESSARY]

III. OPERATIVE PROVISIONS

1. Separation of Employment.
   Employment terminates effective as of the Separation Date. As of that date, Employee resigns from all offices and positions with Employer and its affiliates.

2. Severance Benefits.
   In consideration of Employee’s promises and obligations herein, and provided Employee does not revoke this Agreement:

a. Severance Payment. Employer shall pay Employee a lump sum of $[SEVERANCE_AMOUNT] (the “Severance Payment”) less applicable withholdings, within ten (10) business days after the Effective Date.

b. Health Benefits. Employer shall subsidize Employee’s COBRA premiums at the active-employee rate for [NUMBER] months following the Separation Date, subject to Employee’s timely enrollment.

c. Outplacement Assistance (Optional). Employer will provide professional outplacement services for up to [NUMBER] months at a cost not to exceed $[AMOUNT].

d. Accrued Amounts. Employer shall pay all earned but unused vacation, salary through the Separation Date, and reimbursable business expenses in accordance with Employer policy and Applicable Law, regardless of whether Employee signs this Agreement.

[// GUIDANCE: Insert any 401(k), bonus, or equity treatment language as needed.]

3. Conditions Precedent.
   Employer’s obligations to provide Severance Benefits are conditioned on:
   a. Employee’s timely execution and non-revocation of this Agreement;
   b. Employee’s return of all Employer property under Section V.3; and
   c. Employee’s continued compliance with all covenants herein.

IV. REPRESENTATIONS & WARRANTIES

1. Employee Representations. Employee represents and warrants that:
   a. Employee has reported all hours worked and has been paid all wages, overtime, commissions, and bonuses owed.
   b. Employee has not filed, and is not aware of, any charge, complaint, or claim against Employer other than those expressly released herein.
   c. Employee has not assigned or transferred any claim released by this Agreement.

2. Employer Representations. Employer represents and warrants that it is duly authorized to enter into this Agreement and to pay the Severance Benefits contemplated hereby.

3. Survival. The representations and warranties in this Section IV survive the Effective Date for the applicable statute of limitations period.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Employee shall not disclose Confidential Information unless (i) required by law or (ii) expressly authorized in writing by Employer. Nothing herein prevents Employee from communicating with, or participating in an investigation by, any governmental agency.

2. Non-Disparagement. Employee shall not make statements that are knowingly false and harmful to Employer’s business reputation. Employer’s senior executives will refrain from making statements knowingly false and harmful to Employee’s personal or professional reputation.

3. Return of Property. No later than the Separation Date, Employee shall return all Employer property, documents, and electronically stored information, and certify deletion of any Employer data from personal devices.

4. Restrictive Covenants Compliance. Nothing in this Agreement imposes a post-employment non-compete prohibited by the D.C. Non-Compete Clarification Amendment Act of 2022. Any permissible restrictive covenant must comply with that law.

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. Employee materially breaches Sections V.1–V.3.
   b. Employer fails to timely pay the Severance Benefits.

2. Notice and Cure.
   The non-defaulting Party must give written notice specifying the breach and allow ten (10) business days to cure (the “Cure Period”) before initiating enforcement action.

3. Remedies.
   a. If Employee defaults and fails to cure, Employer may cease unpaid Severance Benefits and pursue equitable relief limited by Section VIII.4.
   b. If Employer defaults and fails to cure, Employee may pursue payment plus interest at the lesser of 6% per annum or the maximum rate permitted by law, and recover reasonable attorneys’ fees.

VII. RISK ALLOCATION

1. Mutual Release of Claims.

a. Employee Release. Subject to Section VIII, Employee irrevocably releases Employer, its affiliates, and their respective officers, directors, employees, and agents (“Released Parties”) from all claims, known or unknown, arising on or before the Effective Date, including but not limited to claims under Title VII, the ADA, the ADEA, the FMLA, the D.C. Human Rights Act, the D.C. Wage Payment and Collection Law, common-law tort or contract, and any other Applicable Law, except for (i) rights created by this Agreement, (ii) vested retirement benefits, (iii) unemployment or workers’ compensation benefits, and (iv) claims that cannot be waived by law.

b. Employer Release. Employer releases Employee and Employee’s heirs and assigns from all claims arising out of Employee’s employment or separation, except (i) claims arising from fraud, embezzlement, or willful misconduct, and (ii) claims created by this Agreement.

2. Indemnification. Each Party (“Indemnitor”) shall indemnify, defend, and hold harmless the other Party and its Released Parties from Losses arising out of a breach of the Indemnitor’s representations, warranties, or covenants herein.

3. Limitation of Liability. Except for obligations under Section VII.2 or for intentional misconduct, each Party’s total liability under this Agreement shall not exceed the Severance Payment actually paid (the “Liability Cap”).

4. Force Majeure. A Party is excused from performance for events beyond its reasonable control, including acts of God, war, pandemic, or governmental orders, provided it gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement is governed by the laws of the District of Columbia and applicable federal employment law, without regard to conflict-of-law rules.

2. Forum Selection. Any action arising out of this Agreement shall be brought exclusively in (i) the Superior Court of the District of Columbia or (ii) the United States District Court for the District of Columbia, subject to each court’s jurisdictional prerequisites.

3. Arbitration (Optional). [SELECT ONE: “The Parties agree to mandatory, binding arbitration pursuant to the Federal Arbitration Act,” OR “The Parties do not agree to arbitrate.”] [// GUIDANCE: Delete the inapplicable option and insert customized arbitration rules if elected.]

4. Injunctive Relief. The Parties may seek injunctive relief solely to enforce Sections V.1–V.3 (Confidentiality, Non-Disparagement, Return of Property). All other disputes are limited to monetary damages subject to the Liability Cap.

5. Jury Trial Waiver (Optional). [INSERT if desired: “Each Party irrevocably waives its right to a trial by jury for any claim arising out of this Agreement.”]

IX. GENERAL PROVISIONS

1. No Admission. This Agreement does not constitute an admission of liability by any Party.

2. Entire Agreement; Integration. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior understandings, except that any existing confidentiality, invention-assignment, or non-solicitation covenants remain in full force.

3. Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver on any other occasion.

4. Severability; Reformation. If any provision is held invalid, the remainder of the Agreement remains enforceable. The invalid provision will be reformed to the minimum extent necessary to comply with Applicable Law.

5. Assignment. Employee may not assign this Agreement. Employer may assign to a successor in interest. Any purported assignment violating this Section IX.5 is void.

6. Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

7. Notices. All notices must be in writing and delivered (i) by hand with receipt, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier, to the addresses in Section I.1 or as updated by notice.

8. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic and .pdf signatures constitute originals and are enforceable.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Severance and Mutual Release Agreement as of the dates written below.

ADEA/OWBPA SEPARATE SIGNATURE PAGE

(Required for employees age 40 or older; attach to or incorporate in the Agreement.)

Employee acknowledges that:

1. Employee is knowingly and voluntarily waiving rights or claims under the ADEA consistent with 29 U.S.C. § 626(f);
2. Employee has been advised in writing to consult an attorney before signing;
3. Employee has 21 days (or 45 days in the case of a group termination program) to consider this Agreement;
4. Employee may revoke the Agreement within 7 days after signing by delivering written notice to [CONTACT PERSON & ADDRESS]; and
5. The release does not apply to claims arising after the Execution Date.

Employee’s Signature: ____ Date: _______

[// GUIDANCE: Attach any disclosures required for group terminations under the Older Workers Benefit Protection Act, including job titles and ages, if applicable.]