SEVERANCE AND RELEASE AGREEMENT

(Iowa – Federal & State Employment Law)

[// GUIDANCE: This template is drafted for an individual termination.
• For a “group termination” under the Older Workers Benefit Protection Act (“OWBPA”), substitute the 21-day consideration period with 45 days and attach the required Exhibit of job titles/ages of those selected/not selected for separation.
• Bracketed fields must be customized prior to execution.]

I. DOCUMENT HEADER

1. Parties. This Severance and Release Agreement (this “Agreement”) is entered into by and between [COMPANY NAME], an [Iowa / foreign] corporation (the “Company”), and [EMPLOYEE NAME] (“Employee”).
2. Effective Date. The “Effective Date” is the eighth (8th) calendar day after the date Employee signs this Agreement, provided Employee has not timely revoked acceptance under Section 3.4.
3. Recitals.
   3.1 Employee’s employment with the Company will terminate effective [TERMINATION DATE] (the “Separation Date”).
   3.2 The parties desire to settle fully and finally all matters between them, including any potential claims arising out of or related to Employee’s employment or separation.
   3.3 In exchange for the promises, releases, and covenants herein, the Company will provide Employee with the Severance Benefits described below, which Employee is not otherwise entitled to receive.

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

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below; terms defined in the singular include the plural and vice versa.

“ADEA” means the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.

“Claims” means any and all actions, causes of action, complaints, charges, debts, liabilities, obligations, promises, agreements, damages, or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed.

“Company Group” or “Released Parties” means the Company, its parents, subsidiaries, affiliates, predecessors, successors, assigns, and the current and former directors, officers, employees, agents, benefit plans, fiduciaries, and insurers of any of the foregoing.

“Protected Rights” has the meaning given in Section 3.3(b).

“Severance Benefits” has the meaning given in Section 3.1.

III. OPERATIVE PROVISIONS

3.1 Severance Benefits. In consideration of Employee’s execution (without revocation) of this Agreement and compliance with its terms, the Company shall provide:
(a) Cash severance of $[AMOUNT] (“Severance Payment”), payable in a lump sum (less required withholdings) within ten (10) business days after the Effective Date;
(b) Payment of the Company-portion of COBRA premiums for [NUMBER] months or until Employee becomes eligible for other group health coverage, whichever occurs first; and
(c) [Additional benefits, e.g., outplacement services, accelerated vesting—optional].

3.2 Consideration & Advisory Period.
(a) Employee acknowledges receiving this Agreement on [DELIVERY DATE] and is advised to consult an attorney before signing.
(b) Employee has twenty-one (21) days to consider this Agreement before signing. Early execution is voluntary and does not shorten the revocation period.

3.3 General Release of Claims.
(a) Subject to Section 3.3(b), Employee irrevocably and unconditionally releases and forever discharges the Released Parties from any and all Claims arising on or before the Effective Date, including but not limited to: wages, bonuses, incentive compensation, discrimination, retaliation, harassment, wrongful discharge, common-law tort and contract claims, and claims under the ADEA, Title VII, ADA, FMLA, the Iowa Civil Rights Act, and any other federal, state, or local law.
(b) Protected Rights. Nothing in this Agreement waives (i) vested benefits, (ii) rights to file or participate in an EEOC, NLRB, or comparable agency proceeding (though Employee waives the right to recover personal relief), (iii) rights arising after the Effective Date, (iv) claims that cannot legally be waived (e.g., workers’ compensation or unemployment benefits), or (v) rights under this Agreement.

3.4 Revocation. Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice to [COMPANY CONTACT & ADDRESS]. This Agreement is null and void if timely revoked.

3.5 Conditions Precedent. Issuance of Severance Benefits is conditioned on (i) Employee’s timely execution and non-revocation, (ii) return of all Company property (Section 5.3), and (iii) continued compliance with post-employment obligations.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee has not filed or initiated any Claim against the Released Parties (other than administrative charges preserved under Section 3.3(b));
(b) Employee has been paid all wages, overtime, and accrued PTO through the Separation Date;
(c) Employee has full legal capacity to enter into this Agreement, and no other person or entity has an interest in the Claims being released;
(d) Employee has read this Agreement carefully, understands its terms, and signs knowingly and voluntarily.

4.2 The Company represents that it has the corporate authority to enter into and perform this Agreement.

4.3 Survival. The representations and warranties in this Article IV survive the Effective Date for the applicable statute-of-limitations period.

V. COVENANTS & RESTRICTIONS

5.1 Confidential Information. Employee reaffirms any existing confidentiality or proprietary-information obligations and agrees not to disclose Company Confidential Information except as required by law.

5.2 Non-Disparagement. Neither party shall make statements intended to disparage the other; truthful statements required by legal process are exempt.

5.3 Return of Property. On or before the Separation Date, Employee will return all Company property (electronic and hard copy).

5.4 Cooperation. Employee will, upon reasonable request, cooperate in transitioning duties and in any Company investigations or litigation, provided the Company reimburses reasonable out-of-pocket expenses.

VI. DEFAULT & REMEDIES

6.1 Events of Default. A “Default” includes: (a) Employee’s breach of Articles III, V, or VII; or (b) Company’s failure to pay Severance Benefits when due.

6.2 Notice & Cure. The non-breaching party must give written notice describing the Default and allow ten (10) business days to cure (if curable).

6.3 Remedies.
(a) If Employee defaults, the Company may (i) cease unpaid Severance Benefits, (ii) seek repayment of Severance Benefits already paid, and (iii) pursue damages or injunctive relief limited by Section 8.5.
(b) If the Company defaults, Employee may pursue contract damages up to the aggregate Severance Payment (Section 7.3).

6.4 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Mutual Release & Indemnification.
(a) Employee provides the release in Section 3.3.
(b) The Company releases Employee from Claims arising out of actions taken in the course and scope of employment, excluding (i) fraud, (ii) gross misconduct, or (iii) any act outside the scope of employment.

7.2 Indemnification Procedures. A party seeking indemnification shall give prompt written notice and permit the indemnifying party to assume defense.

7.3 Limitation of Liability. Except for obligations that cannot be limited by law, the maximum aggregate liability of either party for breach of this Agreement is capped at the gross amount of Severance Benefits payable under Section 3.1.

7.4 Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, war, pandemics) provided prompt notice and reasonable mitigation efforts.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by federal employment law and the laws of the State of Iowa, without regard to conflict-of-laws principles.

8.2 Forum Selection. Any action arising under this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], Iowa, and each party consents to such courts’ jurisdiction.

8.3 Arbitration (Optional).
[ARBITRATION CLAUSE – INSERT OR DELETE]
“Any dispute arising out of this Agreement shall, at the election of either party, be resolved by 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).
“EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.”

8.5 Injunctive Relief (Limited). Nothing in this Article limits either party’s right to seek temporary or preliminary injunctive relief solely to enforce confidentiality, non-disparagement, or return-of-property obligations; any permanent relief shall be subject to the liability cap in Section 7.3.

IX. GENERAL PROVISIONS

9.1 Entire Agreement; Integration. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding its subject matter.

9.2 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both parties. Waiver of a breach is not waiver of any subsequent breach.

9.3 Assignment. This Agreement is personal to Employee and may not be assigned. The Company may assign to a successor in interest.

9.4 Severability & Reformation. If any provision is held invalid, the remainder shall be enforceable. A court may modify unenforceable provisions to the minimum extent necessary.

9.5 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

9.6 Headings. Headings are for convenience only and do not affect interpretation.

9.7 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original.

9.8 Notice. Notices must be in writing and delivered (i) personally, (ii) by certified mail (return receipt), or (iii) by nationally recognized overnight courier to the addresses below or as updated by notice. Notice is effective upon receipt.

X. EXECUTION BLOCK

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

[OPTIONAL NOTARY / WITNESS BLOCK – Insert if required by Company policy or for additional evidentiary protection]

[// GUIDANCE: Retain a signed original in Employee’s personnel file and provide Employee a fully executed copy. For tax reporting, treat cash severance as W-2 wages subject to usual withholdings.]