SEVERANCE AND GENERAL RELEASE AGREEMENT
(Florida – Single‐Employee Termination)
[// GUIDANCE: This template is intentionally comprehensive. Delete any bracketed guidance or unused provisions during customization. All bracketed items in UPPER-CASE are placeholders that require user input.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Severance and General Release Agreement (this “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], a resident of [STATE] (“Employee,” and together with Employer, each a “Party” and, collectively, the “Parties”).
Recitals
A. Employee’s employment with Employer will terminate on [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee with severance benefits in exchange for, and conditioned upon, Employee’s execution (and non-revocation) of this Agreement.
C. Employee desires to accept such severance benefits and voluntarily enter into this Agreement containing a full and mutual release of claims, subject to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in bold and are used throughout this Agreement.
“ADEA” means the federal Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq.
“Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such person or entity.
“Confidential Information” has the meaning set forth in Section 5.2.
“Covered Claims” has the meaning set forth in Section 3.1(a).
“Releasees” has the meaning set forth in Section 3.1(a).
“Severance Amount” means [DOLLAR AMOUNT], less applicable withholdings and authorized deductions.
[// GUIDANCE: Expand definitions as needed for additional customized provisions.]
3. OPERATIVE PROVISIONS
3.1 Mutual General Release
(a) Employee, on behalf of Employee and Employee’s heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases, waives, and forever discharges Employer, its predecessors, successors, Affiliates, and all of their respective past, present, and future officers, directors, shareholders, managers, members, employees, benefit plans, fiduciaries, agents, and attorneys (collectively, “Releasees”) from any and all claims, demands, causes of action, liabilities, and damages of every kind, whether known or unknown, suspected or unsuspected, that Employee ever had, now has, or may hereafter claim to have against Releasees arising out of or relating to any act, omission, transaction, or occurrence occurring on or before the Effective Date (collectively, “Covered Claims”), including, without limitation:
• claims arising under federal, state, or local constitutions, statutes, ordinances, or regulations, including the ADEA, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Florida Civil Rights Act (Fla. Stat. §§ 760.01 et seq.), and any Florida wage-payment laws;
• claims sounding in contract or tort; and
• claims for attorneys’ fees, costs, or expenses.
(b) Employer, on behalf of itself and its successors and assigns, hereby releases Employee from any and all claims of any nature, known or unknown, arising on or before the Effective Date, except that nothing herein releases (i) fraud, embezzlement, willful misconduct, or gross negligence by Employee, or (ii) claims arising from breach of this Agreement.
3.2 Exclusions from Release
Nothing in this Agreement waives (i) rights that cannot be legally waived, including the right to file a charge with or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or similar agency (provided Employee waives the right to any personal relief); (ii) Employee’s vested rights under Employer benefit plans; (iii) claims arising after the Effective Date; or (iv) rights under this Agreement.
3.3 Severance Benefits
(a) In consideration of Employee’s timely execution (and non-revocation) of this Agreement and compliance with its terms, Employer shall pay Employee the Severance Amount in a lump sum within [X] days after the Revocation Period (defined below) expires.
(b) Employer will additionally:
(i) Pay for [NUMBER] months of COBRA premiums at the active-employee rate;
(ii) Provide outplacement services valued at [DOLLAR AMOUNT]; and
(iii) [OPTIONAL] Allow Employee to retain [SPECIFIC ASSETS/EQUIPMENT] subject to Employer’s security procedures.
(c) The Severance Amount represents the Parties’ agreed liability cap. Employer shall have no liability for monetary damages beyond the Severance Amount with respect to Covered Claims.
3.4 Conditions Precedent
Employer’s obligations under Section 3.3 are subject to:
(a) Employee’s timely execution and delivery of this Agreement no earlier than the Separation Date and no later than the end of the Consideration Period (Section 4.4);
(b) Employee’s non-revocation of this Agreement during the Revocation Period (Section 4.4); and
(c) Employee’s continued compliance with Sections 5–8.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform this Agreement.
4.2 No Pending Claims. Employee represents that Employee has not filed any lawsuits, charges, or complaints against any Releasee with any court or agency.
4.3 Acknowledgment of Adequate Consideration. Employee acknowledges that the Severance Benefits exceed anything of value to which Employee is otherwise entitled.
4.4 ADEA / OWBPA Compliance.
(a) Employee is hereby advised in writing to consult with an attorney prior to executing this Agreement.
(b) Employee has [21 / 45] days to consider this Agreement (the “Consideration Period”). If Employee signs before the end of the Consideration Period, Employee knowingly waives the remainder of that period.
(c) Employee may revoke this Agreement within seven (7) days after signing (the “Revocation Period”) by delivering written notice of revocation to [DESIGNATED EMPLOYER CONTACT]. This Agreement does not become effective or enforceable until the Revocation Period expires without revocation.
(d) Employee acknowledges that the releases herein are knowing and voluntary and comply with 29 U.S.C. § 626(f).
4.5 No Other Representations. Employee acknowledges that no promises or inducements have been made except as set forth herein.
[// GUIDANCE: If termination involves a “group termination program,” attach OWBPA Disclosure Exhibit and adjust Consideration Period to 45 days.]
5. COVENANTS & RESTRICTIONS
5.1 Non-Disparagement. Employee shall not make statements that materially disparage Employer or its business, provided that truthful testimony or participation in legal proceedings is not prohibited.
5.2 Confidentiality. Employee shall maintain the confidentiality of all proprietary or non-public information concerning Employer (“Confidential Information”), except as required by law or for enforcement of this Agreement.
5.3 Return of Property. Within [X] days after the Separation Date, Employee shall return all Employer property and permanently delete Confidential Information from personal devices, except as otherwise provided in Section 3.3(b)(iii).
5.4 Cooperation. Employee agrees to reasonably cooperate with Employer in transition matters and in any pending or future legal proceedings relating to events that occurred during Employee’s employment.
[// GUIDANCE: Insert Florida-compliant post-employment restrictive covenants (e.g., non-compete, non-solicitation) only if supported by separate consideration and narrowly drafted per Fla. Stat. § 542.335.]
6. DEFAULT & REMEDIES
6.1 Events of Default. Any material breach of Sections 3.4, 5.1, 5.2, or 5.3 constitutes an “Event of Default.”
6.2 Notice and Cure. Employer shall provide written notice specifying the breach. Employee shall have ten (10) days to cure, if curable.
6.3 Remedies. Upon an uncured Event of Default, Employer may:
(a) cease any unpaid Severance Benefits;
(b) recover Severance Benefits already paid, up to the amount of damages caused by the breach; and
(c) seek injunctive relief limited to preventing further breaches of Sections 5.1–5.3, consistent with Section 8.3.
6.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Indemnification—Mutual Release. Except for obligations arising under this Agreement, each Party releases and discharges the other from the Covered Claims as set forth in Section 3, which release functions as a mutual indemnification against such claims.
7.2 Limitation of Liability. Employer’s aggregate liability for monetary damages relating to Employee’s employment or termination shall not exceed the Severance Amount, except for (i) obligations under this Agreement, (ii) fraud or intentional misconduct, or (iii) non-waivable statutory liabilities.
7.3 Force Majeure. Neither Party shall be liable for delays or failures to perform caused by events beyond its reasonable control; provided that this Section does not excuse payment obligations once due.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and applicable federal law, without regard to conflict-of-laws principles.
8.2 Forum Selection. Subject to Section 8.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Florida for any action arising out of or relating to this Agreement.
8.3 Optional Arbitration. At Employer’s sole election, any dispute (other than claims for injunctive relief under Sections 6.3(c) or 5.2) shall be submitted to binding arbitration administered by [AAA / JAMS] under its employment rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Optional Jury Trial Waiver. To the extent permitted by law, the Parties knowingly and voluntarily waive their respective rights to a trial by jury in any action arising out of this Agreement.
8.5 Injunctive Relief Preservation. Nothing in this Section prevents either Party from seeking temporary, preliminary, or permanent injunctive relief solely to enforce Sections 5.1–5.3; provided that any such relief shall be limited in scope and duration to that reasonably necessary to protect legitimate interests.
9. GENERAL PROVISIONS
9.1 Entire Agreement; Integration. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements concerning Employee’s employment or termination, except that any surviving provisions of [RESTRICTIVE COVENANT AGREEMENT DATE] remain in effect.
9.2 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not be deemed a waiver of any subsequent breach.
9.3 Assignment. This Agreement inures to the benefit of and is binding upon the Parties and their respective successors and assigns. Employee may not assign or delegate any obligations without Employer’s prior written consent.
9.4 Severability; Reformation. If any provision is held invalid, the remaining provisions shall remain enforceable. A court may blue-pencil or reform such provision to the minimum extent necessary to render it valid and enforceable.
9.5 Headings; Counterparts. Headings are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts (including electronically), each of which is deemed an original, and all of which constitute one instrument.
9.6 Electronic Signatures. The Parties agree that electronic signatures satisfy any requirement for an original signature.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Severance and General Release Agreement as of the dates set forth below.
| EMPLOYER | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: _________ | _______ |
| Name: [NAME] | |
| Title: [TITLE] | |
| Date: _______ | Date: _______ |
[Optional Notary Acknowledgment – Florida]
[// GUIDANCE:
1. Remove or tailor any optional provisions (arbitration, jury waiver, COBRA subsidies, non-compete language).
2. Confirm compliance with all Florida and federal wage-payment timing statutes.
3. If used for a reduction-in-force, attach OWBPA disclosure listing job titles/ages of individuals selected and not selected, and adjust Consideration Period to 45 days.
4. Verify that the Severance Amount equals or exceeds any statutory notice or WARN obligations.
5. Have the finalized agreement reviewed by Florida employment counsel prior to presentation to Employee.]