EMPLOYEE SEVERANCE AND RELEASE AGREEMENT

[// GUIDANCE: Replace all bracketed, ALL-CAPS text with deal-specific information before execution.]

TABLE OF CONTENTS

1. Document Header.................................................1
2. Definitions.....................................................2
3. Operative Provisions............................................4
4. Representations & Warranties....................................8
5. Covenants & Restrictions........................................9
6. Default & Remedies.............................................11
7. Risk Allocation................................................12
8. Dispute Resolution.............................................13
9. General Provisions.............................................14
10. Execution Block...............................................16

(Page numbers for reference only—update after final formatting.)

1. DOCUMENT HEADER

1.1 Parties

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

(a) [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] corporation, with its principal place of business at [EMPLOYER ADDRESS] (“Employer”); and

(b) [EMPLOYEE FULL LEGAL NAME], residing at [EMPLOYEE ADDRESS] (“Employee”).

1.2 Recitals

A. Employer and Employee have mutually agreed that Employee’s employment will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. Employer wishes to provide Employee with severance benefits in exchange for a comprehensive release of claims and other covenants set forth herein.
C. Employee acknowledges that the consideration provided by Employer exceeds that to which Employee would otherwise be entitled.
D. The parties desire to settle fully and finally any and all matters between them, including but not limited to any claims arising out of or related to Employee’s employment or its termination.

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

2. DEFINITIONS

The following terms, when capitalized, shall have the meanings set forth below. Defined terms include the plural as well as the singular. Cross-references are to Sections of this Agreement unless otherwise noted.

“Agreement” has the meaning set forth in the preamble.

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

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

“Confidential Information” means all proprietary, confidential, or trade secret information belonging to Employer or its Affiliates, in any form, whether or not marked confidential, including but not limited to business plans, financial data, and personnel information.

“Consideration Period” has the meaning set forth in Section 3.3(a).

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Effective Date of Release” has the meaning set forth in Section 3.3(c).

“Releasees” and “Released Claims” have the meanings set forth in Section 3.2(a).

“Revocation Period” has the meaning set forth in Section 3.3(b).

“Severance Amount” has the meaning set forth in Section 3.1(a).

“Severance Benefits” means collectively the Severance Amount, benefit continuation, and any other consideration described in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Severance Benefits

(a) Cash Severance. Employer shall pay Employee a lump-sum cash payment equal to [SEVERANCE AMOUNT] (the “Severance Amount”), less all required tax withholdings, within ten (10) business days following the Effective Date of Release, provided Employee has not revoked this Agreement.

(b) Health Benefits. Subject to Employee’s timely election under COBRA, Employer shall subsidize the employer-portion of Employee’s medical, dental, and vision premiums for [NUMBER] months following the Separation Date, or until Employee becomes eligible for comparable coverage, whichever occurs first.

(c) Outplacement Assistance. Employer shall directly pay or reimburse up to [$___] for professional outplacement services incurred within twelve (12) months after the Separation Date.

(d) Accrued Obligations. Employer shall pay Employee (i) all earned but unpaid base salary through the Separation Date, and (ii) any accrued, unused vacation in accordance with Employer policy, on the next regular payroll date after the Separation Date.

[// GUIDANCE: Confirm Idaho wage-payment timing requirements (I.C. § 45-606) for final wages.]

3.2 Mutual Release of Claims

(a) By Employee. For good and valuable consideration, Employee irrevocably and unconditionally releases Employer, its past and present parents, subsidiaries, Affiliates, predecessors, successors, assigns, and all of their respective officers, directors, shareholders, employees, benefit plans, fiduciaries, insurers, and agents (collectively, the “Releasees”) from any and all claims, demands, actions, causes of action, liabilities, or damages of any kind, whether known or unknown, suspected or unsuspected, arising on or before the date Employee executes this Agreement (collectively, the “Released Claims”). The Released Claims include, without limitation, claims arising under:
i. ADEA, as amended by the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 626(f);
ii. Title VII of the Civil Rights Act of 1964;
iii. Americans with Disabilities Act;
iv. Idaho Human Rights Act;
v. Idaho Wage Claims Act;
vi. Any other federal, state, or local law relating to employment discrimination, retaliation, wages, or benefits; and
vii. Common-law claims, including breach of contract, defamation, and tortious interference.

(b) By Employer. Employer, for itself and its Affiliates, releases Employee from any and all claims arising out of or relating to Employee’s employment or separation, except for: (i) claims arising from Employee’s fraud, willful misconduct, or criminal acts; (ii) claims to enforce this Agreement; and (iii) claims that cannot legally be released.

(c) Carve-Outs. Nothing in this Section 3.2 shall be construed to waive (i) rights or claims that arise after the Effective Date of Release; (ii) Employee’s vested benefits under Employer’s qualified retirement plans; (iii) Employee’s right to unemployment or workers’ compensation benefits; or (iv) Employee’s rights of indemnification or coverage under any applicable directors and officers liability policy.

3.3 ADEA/OWBPA Compliance

(a) Consideration Period. Employee acknowledges that Employee has been given [SELECT ONE: twenty-one (21) / forty-five (45)] days to consider this Agreement before signing (the “Consideration Period”).

(b) Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing (the “Revocation Period”) by delivering written notice of revocation to [EMPLOYER CONTACT NAME & ADDRESS].

(c) Effective Date of Release. This Agreement becomes final and binding on the eighth (8th) day after Employee signs, provided Employee has not revoked it (the “Effective Date of Release”).

(d) Knowing and Voluntary. Employee (i) is advised to consult with an attorney before signing; (ii) has read this Agreement and understands its terms; (iii) enters into it knowingly and voluntarily; and (iv) understands that rights or claims arising after the Effective Date of Release are not waived.

3.4 Return of Property

Employee represents that Employee has returned to Employer all property, documents, and Confidential Information in Employee’s possession or control, including all electronic files and storage devices.

3.5 Confidentiality of Agreement

Employee shall keep the terms of this Agreement strictly confidential, except as required by law or to the extent disclosed to Employee’s spouse, attorney, or tax adviser, each of whom shall be bound by the same confidentiality obligations.

3.6 Non-Disparagement

Employee shall not make any oral or written statement that disparages Employer or its products, services, or management. Employer shall instruct its C-suite executives not to disparage Employee.

3.7 Cooperation

Employee agrees, upon reasonable notice, to cooperate with Employer in any internal investigation, administrative proceeding, or litigation relating to events during Employee’s employment.

3.8 No Admission of Liability

Nothing in this Agreement shall be deemed or construed as an admission of wrongdoing by either party.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee has not filed, and is not presently a party to, any claim or proceeding against Employer except as disclosed in writing to Employer;
(b) Employee has the legal capacity and authority to enter into this Agreement;
(c) Employee has not assigned or transferred any claim subject to release herein; and
(d) The acknowledgments in Section 3.3 are true and correct.

4.2 Employer represents and warrants that the individual signing on its behalf has full corporate authority to bind Employer to this Agreement.

4.3 Survival. The representations and warranties in this Article 4 shall survive the Effective Date of Release.

5. COVENANTS & RESTRICTIONS

5.1 Confidential Information. Employee shall continue to safeguard Confidential Information and shall not use or disclose it except as authorized in writing by Employer.

5.2 Restrictive Covenants.
(a) Non-Solicitation. For twelve (12) months following the Separation Date, Employee shall not, directly or indirectly, solicit or induce any employee of Employer to terminate employment with Employer.
[// GUIDANCE: Idaho Code § 44-2701 limits non-compete agreements to “key” employees and a maximum of 18 months. Omit or tailor any non-compete accordingly.]

5.3 Notice & Cure. Prior to initiating any legal action based on an alleged breach of this Article 5, the alleging party shall provide written notice specifying the breach and allow a ten (10) day cure period, except that breaches involving misuse of Confidential Information are not subject to cure.

6. DEFAULT & REMEDIES

6.1 Events of Default. A party is in default if it materially breaches this Agreement and fails to cure within the applicable period set forth in Section 5.3 or elsewhere herein.

6.2 Remedies.
(a) Monetary Damages. The non-breaching party may recover actual damages, subject to Article 7.
(b) Injunctive Relief. The parties acknowledge that breaches of Articles 5 or 3.5 may cause irreparable harm. Accordingly, a party may seek specific performance or injunctive relief in accordance with Section 8.4, provided such relief is limited to preventing further breach and does not restrain lawful competition beyond the scope permitted by Idaho law.
(c) Attorneys’ Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Mutual Release. See Section 3.2.

7.2 Indemnification. Each party shall indemnify, defend, and hold the other harmless from any third-party claims arising out of its own breach of this Agreement or gross negligence.

7.3 Limitation of Liability. Except for (i) a breach of Articles 5 or 3.5, or (ii) a party’s fraud or willful misconduct, each party’s aggregate liability under this Agreement shall not exceed the Severance Amount actually paid or payable hereunder.

7.4 Insurance. Employer will maintain commercially reasonable employment practices liability insurance through at least the Effective Date of Release.

7.5 Force Majeure. Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, governmental actions, or nationwide pandemics, provided the affected party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho and, where applicable, the laws of the United States, without regard to conflict-of-laws principles.

8.2 Forum Selection. Subject to Section 8.3, the state or federal courts located in [COUNTY], Idaho shall have exclusive jurisdiction over any action arising out of or relating to this Agreement. Each party consents to such jurisdiction and venue.

8.3 Arbitration (Optional). [SELECT ONE OPTION AND DELETE THE OTHER PRIOR TO EXECUTION]
Option A – No Arbitration. Disputes shall be resolved exclusively in the courts designated in Section 8.2.
Option B – Binding Arbitration. Any dispute shall be resolved by confidential, 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. The arbitrator may award all remedies available at law or in equity, subject to Article 7.

8.4 Jury Waiver (Optional). [IF DESIRED] EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief Preservation. Nothing in this Article 8 shall prevent a party from seeking preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm, consistent with Section 6.2(b).

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor by merger, consolidation, or sale of substantially all of its assets, provided that such successor assumes Employer’s obligations herein.

9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.

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

9.5 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by PDF, facsimile, or electronically via DocuSign or similar service shall be deemed original signatures.

9.7 Headings. Captions and headings are for convenience only and do not affect the meaning or interpretation of this Agreement.

9.8 Construction. The parties have jointly participated in negotiating and drafting this Agreement; therefore, no presumption shall arise favoring or disfavoring either party by virtue of authorship.

10. EXECUTION BLOCK

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

[// GUIDANCE: Notarization/witnesses are generally not required for severance agreements under Idaho law, but add if company policy dictates.]

SCHEDULE A

(If OWBPA 45-Day Release for Group Terminations Applies)

1. Job titles and ages [of all individuals in the decisional unit]
2. Ages of individuals selected and not selected for termination.
   [// GUIDANCE: Required disclosure under 29 U.S.C. § 626(f)(1)(H) when group or program-wide terminations involve employees age 40+.]

END OF DOCUMENT