SEVERANCE AGREEMENT AND MUTUAL RELEASE

(State of Georgia)

[// GUIDANCE: This template is designed for use by Georgia counsel in an individual employment-termination context. It complies with federal Age Discrimination in Employment Act (“ADEA”) waiver requirements and Georgia contract-law principles. Customize all bracketed text, revise defined terms for consistency, and delete any unused optional provisions before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Severance Agreement and Mutual Release (this “Agreement”) dated as of [EFFECTIVE DATE], by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”). Employer and Employee are each a “Party” and, together, the “Parties.”

1.1 Recitals

A. Employee’s employment with Employer terminated effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee with severance benefits conditioned upon Employee’s execution (and non-revocation) of this Agreement, and Employee desires to accept such benefits and provide the releases and other covenants set forth herein.
C. The Parties intend that this Agreement satisfy the waiver and release requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

In consideration of the mutual promises herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

2. DEFINITIONS

The following capitalized terms are used throughout this Agreement:

“Agreement” – this Severance Agreement and Mutual Release, including all exhibits and schedules.

“COBRA” – continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Confidential Information” – all non-public information regarding Employer or its affiliates, whether in oral, written, electronic, or other form, including trade secrets, business plans, customer data, and personnel information.

“Effective Date” – the date on which this Agreement becomes irrevocable pursuant to Section 3.4.

“Separation Date” – the last day of Employee’s employment with Employer, specified in Recital A.

“Severance Amount” – the gross amount of severance compensation payable to Employee under Section 3.2(a).

[// GUIDANCE: Add or delete defined terms to align with customized provisions.]

3. OPERATIVE PROVISIONS

3.1 Termination of Employment

Employee acknowledges that employment with Employer ended on the Separation Date and that, except as expressly set forth herein, Employee has received all salary, bonuses, commissions, and benefits due through that date.

3.2 Consideration; Severance Benefits

a. Severance Payment. Employer shall pay Employee [DOLLAR AMOUNT] (the “Severance Amount”), less applicable withholdings, in [lump-sum / installments over ___ months] commencing on the first regularly scheduled payroll date after the Effective Date.
b. COBRA Subsidy. Employer shall reimburse Employee for [___] months of COBRA premiums, provided Employee timely elects COBRA continuation coverage.
c. Accrued PTO. Employer shall pay Employee for [NUMBER] hours of accrued but unused paid time off, less withholdings, in accordance with Employer’s standard payroll practices.
d. Additional Consideration. [Describe any bonus, outplacement services, retention of company property, etc.]

3.3 Adequate Consideration Period

Employee acknowledges that:
1. Employee has twenty-one (21) days (or forty-five (45) days in the case of a group termination) to consider this Agreement before signing;
2. Employee may voluntarily sign sooner but is not required to do so; and
3. Material changes, whether negotiated or otherwise, will not restart the running of such period.

3.4 Revocation Period and Effective Date

Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice of revocation to [Employer Contact / Address]. This Agreement becomes enforceable on the eighth (8th) day after Employee signs it (the “Effective Date”) if not revoked.

3.5 Conditions Precedent

Employer’s obligations to provide the consideration in Section 3.2 are conditioned upon:
a. Employee’s timely execution and non-revocation of this Agreement;
b. Employee’s continued compliance with Sections 5 and 6; and
c. Return of all Employer property as required by Section 5.4.

3.6 Tax Matters

All payments under this Agreement shall be subject to applicable federal, state, and local tax withholdings. Employer makes no representations regarding tax treatment and Employee is advised to consult personal tax counsel.

[// GUIDANCE: Insert Section 3.7 if equity awards or incentive plans require special handling.]

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
a. It has full power and authority to enter into and perform this Agreement;
b. The execution of this Agreement does not violate any other agreement to which it is a party; and
c. It has not assigned or transferred any claim released herein.

4.2 Employee Specific Representations

Employee further represents that Employee:
a. Has been paid all wages and overtime earned through the Separation Date;
b. Has not filed, caused to be filed, or presently is a party to any complaint, charge, or lawsuit against Employer (other than those expressly reserved in Section 7.2(c)); and
c. Is not aware of any conduct violating Employer policy or applicable law that has not been previously reported to Employer in writing.

The representations and warranties in this Article 4 shall survive the Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality of Agreement

Employee shall not disclose the existence or terms of this Agreement, except to Employee’s spouse, tax or legal advisers, or as required by law.

5.2 Confidentiality of Employer Information

Employee shall protect and not use or disclose any Confidential Information, except as required by law or with Employer’s prior written consent. This obligation is perpetual and does not limit any statutory protections for trade secrets.

5.3 Non-Disparagement

Each Party agrees to refrain from making any false or disparaging statements about the other Party, its affiliates, or their respective officers, directors, employees, or products. Nothing herein limits a Party’s truthful testimony under oath or rights under Section 7.2(c).

5.4 Return of Property

No later than the Effective Date, Employee shall return all Employer property, including keys, devices, documents, and electronically stored information, and shall permanently delete Employer data from personal devices.

5.5 Cooperation

Upon reasonable request, Employee shall cooperate with Employer in any investigation, administrative proceeding, or litigation relating to matters within Employee’s knowledge.

[// GUIDANCE: Insert optional GA-compliant restrictive covenants (non-compete, customer non-solicitation) if negotiated, ensuring conformity with O.C.G.A. § 13-8-50 et seq.; delete if not applicable.]

6. DEFAULT & REMEDIES

6.1 Events of Default

Employee’s material breach of Sections 5 or 7 constitutes an “Event of Default.” Employer’s failure to pay the Severance Amount when due constitutes an Event of Default by Employer.

6.2 Notice and Cure

A Party asserting default shall provide written notice describing the breach. The breaching Party shall have [10] days to cure, except breaches of confidentiality or non-disparagement are not subject to cure.

6.3 Remedies

a. Upon Employee Default, Employer may (i) cease unpaid severance and COBRA subsidies; (ii) demand repayment of amounts previously paid (excluding $100 of independent consideration); and (iii) pursue damages up to the Severance Amount.
b. Upon Employer Default, Employee may enforce payment with interest at [___]% per annum and recover reasonable attorneys’ fees.
c. Injunctive Relief. The Parties acknowledge money damages may be inadequate for breaches of Sections 5 and agree that limited injunctive relief (excluding temporary restraining orders lasting more than 14 days without bond) is an appropriate remedy. No other injunctive relief shall be available.

7. RISK ALLOCATION

7.1 Mutual Release of Claims

a. Employee Release. Subject to Section 7.2, Employee irrevocably releases Employer and its affiliates, successors, officers, directors, employees, and agents (“Employer Released Parties”) from any and all claims, whether known or unknown, arising on or before the Effective Date, including but not limited to claims under federal, state, or local law, contract, tort, wage, benefit, or discrimination statutes (including the ADEA).
b. Employer Release. Employer releases Employee and Employee’s heirs and assigns from all claims arising on or before the Effective Date, excluding (i) claims based on fraud, gross misconduct, or criminal acts; (ii) claims arising from Employee’s willful violation of fiduciary duties; and (iii) claims that cannot be waived as a matter of law.

7.2 Statutory Waiver Requirements

Pursuant to 29 U.S.C. § 626(f):
a. Employee is advised in writing to consult with an attorney before signing;
b. Employee acknowledges receiving the consideration period and revocation rights described in Sections 3.3 and 3.4;
c. Nothing herein waives claims that may arise after the Effective Date, or Employee’s right to file a charge with, testify, assist, or participate in an investigation or proceeding conducted by the EEOC, NLRB, SEC, or other government agency; however, Employee waives any right to recover individual monetary relief related to such claims;
d. The release of ADEA claims is knowing and voluntary.

7.3 Indemnification (Pass-Through)

Each Party shall defend, indemnify, and hold harmless the other Party from any third-party claims based on its own breach of this Agreement.

7.4 Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SEVERANCE AMOUNT.

7.5 Force Majeure

Neither Party shall be liable for non-performance caused by events beyond its reasonable control (excluding payment obligations), provided prompt written notice is given and performance is resumed as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by the laws of the State of Georgia and, where applicable, federal law, without regard to conflict-of-laws principles.

8.2 Forum Selection

Each Party submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, GEORGIA] for any action arising out of or relating to this Agreement, subject to Section 8.3.

8.3 Optional Arbitration

[OPTIONAL – STRIKE IF NOT ELECTED] Any dispute not resolved informally within 30 days shall be finally resolved by confidential arbitration administered by [AAA / JAMS] under its Employment Arbitration Rules, held in [CITY, GA], before a single arbitrator. The arbitrator may grant the remedies available under Section 6.3, subject to Section 7.4. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver

[OPTIONAL – STRIKE IF NOT ELECTED] EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Attorneys’ Fees

The prevailing Party in any action or arbitration to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment or waiver is effective unless in a signed writing. A waiver on one occasion is not a waiver of subsequent breaches.

9.2 Assignment. Employee may not assign rights or delegate duties under this Agreement. Employer may assign to a successor by merger, acquisition, or sale of substantially all assets, provided the assignee assumes Employer’s obligations.

9.3 Successors and Assigns. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability. If any provision is held unenforceable, it shall be limited or reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.

9.5 Entire Agreement; Integration. This Agreement constitutes the entire understanding of the Parties and supersedes all prior agreements, oral or written, relating to the subject matter.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures delivered by electronic means (e.g., PDF, DocuSign) are deemed valid and binding.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

[// GUIDANCE: Notarization is not required under Georgia law for validity of a severance agreement but may be used for evidentiary purposes. Witness signatures are optional unless Employer policy dictates.]

End of Document