SEVERANCE AND GENERAL RELEASE AGREEMENT

(Hawaii – Single‐Employee Separation)
[// GUIDANCE: This template is drafted for a one-on-one separation. For a “group termination” under the Older Workers Benefit Protection Act you MUST extend the consideration period to 45 days and provide the statistical disclosure required by 29 U.S.C. § 626(f)(1)(H).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Severance Consideration
   3.2 Accrued Amounts & Benefits
   3.3 Withholding & Tax Matters
   3.4 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Non-Disparagement
   5.3 Return of Property
   5.4 Post-Separation Cooperation
6. Default & Remedies
7. Risk Allocation
   7.1 Mutual Release of Claims
   7.2 Indemnification
   7.3 Limitation of Liability
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law
   8.2 Forum Selection
   8.3 Optional Arbitration
   8.4 Jury Trial Waiver
   8.5 Limited Injunctive Relief
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Severance and General Release Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Employer and Employee are sometimes referred to individually as a “Party” and collectively as 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 Employee’s promises and releases set forth herein.
C. The Parties intend this Agreement to comply with the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, 29 U.S.C. §§ 621–634 (the “ADEA”), and all other applicable federal and Hawaii state employment laws.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Definitions apply equally to singular and plural forms.

“Accrued Amounts” – all unpaid base salary, earned but unused vacation, and any other vested benefits owed through the Separation Date.

“ADEA Claims” – any and all claims or rights arising under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621–634.

“Confidential Information” – proprietary or non-public information of Employer as defined in Section 5.1.

“Covered Claims” – collectively, all claims released in Section 7.1.

“Severance Amount” – the gross sum of $[DOLLAR AMOUNT] less applicable withholdings, to be paid under Section 3.1.

“Severance Period” – the period beginning on the Separation Date and ending [NUMBER] weeks thereafter.

[// GUIDANCE: Add or delete defined terms to fit the transaction; be sure to cross-reference.]

3. OPERATIVE PROVISIONS

3.1 Severance Consideration

a. Payment. Subject to Employee’s timely execution, non-revocation, and continued compliance with this Agreement, Employer shall pay Employee the Severance Amount in [lump sum / equal installments] on or after the first regular payroll date following the Revocation Period (defined below).

b. COBRA Subsidy. Employer shall [pay/directly reimburse] Employee’s COBRA premiums for [NUMBER] months following the Separation Date, or until Employee becomes eligible for other group health coverage, whichever occurs first.

c. Outplacement Assistance. Employer shall provide outplacement services through [PROVIDER] for a period of [NUMBER] months not to exceed $[DOLLAR AMOUNT].

3.2 Accrued Amounts & Benefits

Employer shall pay the Accrued Amounts regardless of Employee’s execution of this Agreement, in accordance with Hawaii Rev. Stat. § 388-3 (final wage payment timing).

3.3 Withholding & Tax Matters

All payments shall be subject to applicable federal, state, and local tax withholdings. Employee is solely responsible for all additional tax liabilities. Employer makes no representations regarding tax consequences.

3.4 Conditions Precedent

Employer’s obligations are conditioned upon:
i. Employee’s execution and non-revocation of this Agreement within the time periods specified in Section 7.1(h); and
ii. Employee’s continued compliance with Sections 5 and 6.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party has full power and authority to enter into and perform this Agreement.

4.2 Employer Representations. Employer represents that all payments owed to Employee through the Separation Date (other than Accrued Amounts payable under Section 3.2) have been made or provided.

4.3 Employee Representations. Employee represents that:
a. Employee has not filed and will not file any complaints, charges, or lawsuits concerning Covered Claims except as permitted by law;
b. Employee has returned or will return all Employer property; and
c. Employee has not engaged in and is not aware of any unlawful conduct that has not been previously disclosed to Employer.

4.4 Survival. The representations in this Section survive execution of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall maintain in strict confidence all Confidential Information and the terms of this Agreement, except as required by law or to Employee’s immediate family, legal counsel, or tax advisor, each of whom shall be bound by like confidentiality.

5.2 Non-Disparagement

Employee shall not disparage Employer or its affiliates. Employer’s officers with knowledge of this Agreement shall not disparage Employee. Statements made pursuant to legal process are exempt.

5.3 Return of Property

No later than the Separation Date, Employee shall return all Employer property, including documents, devices, keys, and credentials.

5.4 Post-Separation Cooperation

For [NUMBER] months following the Separation Date, Employee shall reasonably cooperate with Employer in transitioning duties and in any investigations or litigations relating to periods of employment, provided such cooperation does not unreasonably interfere with Employee’s subsequent employment.

6. DEFAULT & REMEDIES

6.1 Events of Default
a. Employee Default: Material breach of Sections 5 or 7.1.
b. Employer Default: Failure to pay amounts due under Section 3 beyond ten (10) days after written notice.

6.2 Cure Period
The defaulting Party shall have ten (10) days after receipt of written notice to cure, if curable.

6.3 Remedies
a. Upon Employee Default, Employer may: (i) cease further Severance payments; (ii) seek repayment of Severance already paid; and/or (iii) obtain equitable relief.
b. Upon Employer Default, Employee may pursue payment plus interest at the statutory rate and reasonable attorney fees.

6.4 Attorneys’ Fees
The substantially prevailing Party in any dispute shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Mutual Release of Claims

a. Employer Release. Employer, on behalf of itself and its affiliates, releases Employee from any and all claims arising out of Employee’s employment or termination through the Effective Date, except for fraud, embezzlement, or willful misconduct.

b. Employee Release. Employee, on behalf of Employee and Employee’s heirs and assigns, irrevocably releases Employer and its affiliates from all Covered Claims, whether known or unknown, arising through the Effective Date, including but not limited to:
• discrimination, harassment, or retaliation under federal, Hawaii, or local law;
• ADEA Claims;
• claims under Title VII, ADA, FMLA, and the Hawaii Civil Rights Act;
• wage and hour claims; and
• tort or contract claims.

c. Excluded Claims. Nothing herein waives: (i) vested retirement benefits; (ii) rights to unemployment or workers’ compensation; (iii) claims arising after the Effective Date; (iv) the right to file a charge with, or participate in, an investigation by a governmental agency (however Employee waives monetary recovery therefrom); or (v) rights of indemnification under Employer’s bylaws or insurance.

d. No Admission. This Agreement is not an admission of liability.

e. Plain Language. Employee acknowledges this Agreement is written in a manner calculated to be understood by Employee.

f. Advice to Consult Counsel. Employee is advised in writing to consult an attorney before signing.

g. Consideration & Revocation Periods. Employee has twenty-one (21) days to consider this Agreement (the “Consideration Period”). If Employee signs before the end of the Consideration Period, Employee knowingly waives the remainder. Employee may revoke this Agreement within seven (7) days after signing (the “Revocation Period”) by delivering written notice to [EMPLOYER CONTACT]. This Agreement becomes effective on the eighth (8th) day after Employee signs if not revoked.

h. Knowing and Voluntary. Employee acknowledges that the release is knowing and voluntary and complies with 29 U.S.C. § 626(f).

7.2 Indemnification

Each Party shall indemnify and hold harmless the other from third-party claims arising from that Party’s breach of this Agreement or gross misconduct occurring after the Effective Date.

7.3 Limitation of Liability

Except for (i) claims arising from a Party’s fraud or willful misconduct, or (ii) obligations expressly surviving termination, each Party’s aggregate liability under this Agreement shall not exceed the Severance Amount.

7.4 Force Majeure

No Party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, pandemic, or governmental order, provided such Party gives prompt notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

Any action arising under this Agreement shall be brought exclusively in the state or federal courts located in Honolulu County, Hawaii, and each Party submits to such jurisdiction and venue.

8.3 Optional Arbitration

[SELECT ONE]
☐ Arbitration Elected. Any dispute shall be finally resolved by confidential arbitration administered by [ARBITRATION PROVIDER] in Honolulu, Hawaii, under its employment arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Declined. Sections 8.2 and 8.4 govern.

[// GUIDANCE: Delete the bracketed option not chosen and renumber.]

8.4 Jury Trial Waiver

To the extent permitted by law, the Parties knowingly and voluntarily waive any right to a jury trial.

8.5 Limited Injunctive Relief

Nothing in this Section restricts a Party from seeking temporary or preliminary injunctive relief to preserve the status quo pending resolution on the merits.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both Parties.

9.2 Assignment. Employee may not assign this Agreement. Employer may assign to a successor in interest.

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

9.4 Severability. If any provision is held invalid, the remainder shall be enforced, and the invalid provision reformed to effectuate intent to the maximum extent lawful.

9.5 Entire Agreement. This Agreement constitutes the complete understanding regarding the subject matter and supersedes all prior agreements, except that any non-competition, non-solicitation, or confidentiality agreements previously executed by Employee remain in force unless expressly terminated herein.

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

10. EXECUTION BLOCK

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

EMPLOYER:
[EMPLOYER LEGAL NAME]

By: ____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: ________

EMPLOYEE:

[EMPLOYEE FULL LEGAL NAME]
Date: _____

[Optional Notary Acknowledgment – Hawaii]
[// GUIDANCE: Hawaii does not generally require notarization of severance agreements, but notarization can bolster enforceability, especially for releases of claims. Include if desired.]

[// GUIDANCE: Prior to use, counsel should:
1. Confirm compliance with any company-specific plans or policies (e.g., ERISA severance plan).
2. Verify no pending allegations that could trigger whistleblower protections (e.g., SOX, Dodd-Frank).
3. Adjust Section 3.1 timing to avoid deferred compensation penalties under Internal Revenue Code § 409A.]