SEVERANCE AND GENERAL RELEASE AGREEMENT

(Kansas – Individual Separation)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Termination of Employment
   3.2 Severance Benefits
   3.3 Employee Release of Claims
   3.4 Employer Release of Claims
   3.5 OWBPA / ADEA Compliance
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Severance and General Release Agreement (the “Agreement”) is made and entered into as of [DATE OF SIGNATURE] (the “Execution Date”) by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] (the “Employer”), and [EMPLOYEE FULL LEGAL NAME] (“Employee”).

WHEREAS, Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”); and

WHEREAS, Employer wishes to provide Employee with certain severance benefits in exchange for Employee’s promises, releases, and covenants herein;

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

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term used but not defined shall have its plain-language meaning, taking into account the context of this Agreement.

“Action” means any charge, claim, complaint, investigation, lawsuit, arbitration, or other proceeding of any nature, whether civil, criminal, administrative, or regulatory.

“ADEA” means the federal Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act (“OWBPA”).

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

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, and common-law principles that govern or relate to this Agreement, including without limitation the ADEA, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Kansas Act Against Discrimination, and any other employment-related law.

“Confidential Information” means all non-public information belonging to or concerning Employer or its affiliates that is not generally disclosed to persons outside the organization, including without limitation trade secrets, business plans, intellectual property, personnel information, and financial data.

“Effective Date” means the date this Agreement becomes effective and irrevocable, which shall be the eighth (8th) calendar day after Employee signs this Agreement, provided that Employee has not timely revoked it pursuant to Section 3.5(f).

“Releasees” means Employer, its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, benefit plans, and each of their respective past and present owners, directors, officers, employees, fiduciaries, agents, and representatives, all in their individual and representative capacities.

“Severance Benefits” has the meaning set forth in Section 3.2.

[Additional defined terms may be inserted as needed.]

3. OPERATIVE PROVISIONS

3.1 Termination of Employment

Employee’s employment with Employer shall terminate effective as of the Separation Date. Except as expressly provided herein, Employee shall have no further right to compensation or benefits from Employer as of the Separation Date.

3.2 Severance Benefits

In consideration of Employee’s execution (and non-revocation) of this Agreement and compliance with its terms, Employer shall provide the following (collectively, the “Severance Benefits”):

a. Cash Severance: A lump-sum payment of [SEVERANCE AMOUNT] (less applicable withholdings) payable on the first regular payroll date occurring on or after the Effective Date.

b. COBRA Subsidy: Employer will pay [X] months of the employer-portion of COBRA premiums for Employee’s group health coverage, commencing the month following the Separation Date.

c. Outplacement: Employer will provide professional outplacement services for up to [NUMBER] months, not to exceed [DOLLAR AMOUNT] in aggregate cost.

[// GUIDANCE: Add or delete Severance Benefits to reflect negotiated terms. Confirm compliance with any ERISA plan documents.]

3.3 Employee Release of Claims

a. General Release. Subject to Section 3.3(b), Employee, on behalf of Employee and Employee’s heirs, executors, administrators, legal representatives, and assigns, hereby irrevocably and unconditionally releases and forever discharges all Releasees from any and all claims, demands, causes of action, liabilities, and damages of any kind, whether known or unknown, suspected or unsuspected, arising on or before the Effective Date, including but not limited to claims relating to:

i. employment, compensation, benefits, or termination;
ii. discrimination, harassment, or retaliation under any Applicable Law;
iii. wages, overtime, or other remuneration;
iv. breach of contract, tort, or public-policy discharge; and
v. any other statutory or common-law right.

b. Exclusions. Nothing in this Agreement shall be construed to waive or release:

i. rights that cannot legally be waived by private agreement (e.g., unemployment insurance, workers’ compensation benefits under K.S.A. § 44-501 et seq., vested retirement benefits, or claims arising after the Effective Date);
ii. Employee’s right to file a charge or participate in an investigation with the EEOC, NLRB, or other governmental agency (provided, however, that Employee waives any right to personal monetary recovery therefrom); or
iii. enforcement of this Agreement.

3.4 Employer Release of Claims

Employer, on behalf of itself and its successors and assigns, hereby releases Employee from any and all claims, demands, and causes of action arising out of Employee’s employment or its termination, except for: (i) claims arising from Employee’s fraud, embezzlement, or willful misconduct; (ii) rights under this Agreement; and (iii) claims that cannot be waived as a matter of law.

3.5 OWBPA / ADEA Compliance

a. Acknowledgment. Employee acknowledges that Employee is hereby advised in writing to consult with an attorney of Employee’s choosing before signing this Agreement.

b. Consideration Period. Employee has twenty-one (21) calendar days to consider this Agreement before signing (the “Consideration Period”). Employee may sign sooner at Employee’s sole discretion, but not before the Separation Date.

c. Revocation Period. After signing, Employee may revoke this Agreement within seven (7) calendar days (the “Revocation Period”) by delivering written notice of revocation to [EMPLOYER CONTACT NAME & ADDRESS] before 11:59 p.m. Central Time on the seventh day.

d. Effective Date. This Agreement shall not become effective or enforceable until the Revocation Period expires.

e. Specific Reference. Employee understands that this Agreement specifically releases claims under the ADEA and that such release is knowing and voluntary in compliance with 29 U.S.C. § 626(f).

f. No Future Claims Waived. This Agreement does not waive claims that arise after the Effective Date.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party represents that it has full authority to execute and deliver this Agreement and to perform its obligations hereunder.

4.2 Employee Representations. Employee represents that:
a. Employee has not filed or caused to be filed any Action against any Releasee that has not been dismissed.
b. Employee is not aware of any unreported workplace injury or occupational disease.
c. Employee has returned or will promptly return all Employer property pursuant to Section 5.3.

4.3 Survival. The representations, warranties, and covenants contained in Sections 4, 5, and 7 shall survive the Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall maintain the confidentiality of (i) all Confidential Information and (ii) the terms of this Agreement, except to the extent disclosure is (a) required by law, (b) to Employee’s spouse, tax advisor, or attorney (each of whom must agree to keep it confidential), or (c) to a governmental agency for lawful purposes.

5.2 Non-Disparagement. Employee shall not make any statement that disparages or is reasonably likely to damage the reputation of Employer or any Releasee. Employer shall instruct its executive-level officers not to disparage Employee.

5.3 Return of Property. Employee shall, no later than the Separation Date, return to Employer all Employer property, documents, and electronically stored information and shall not retain any copies thereof.

5.4 Cooperation. Employee agrees, upon reasonable notice, to cooperate with Employer in any investigation or litigation relating to events that occurred during Employee’s employment. Employer will reimburse reasonable, pre-approved out-of-pocket expenses incurred in providing such cooperation.

5.5 Restrictive Covenants Incorporated. Any confidentiality, invention-assignment, non-competition, or non-solicitation obligations previously agreed by Employee remain in full force according to their terms and are incorporated herein by reference.

6. DEFAULT & REMEDIES

6.1 Events of Default. A party shall be in default if it materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

6.2 Employer Remedies. If Employee commits an uncured material breach, Employer may (i) discontinue any unpaid Severance Benefits and (ii) seek injunctive relief to enforce Sections 5.1–5.4 subject to Section 8.4.

6.3 Employee Remedies. If Employer commits an uncured material breach, Employee may pursue any remedy available at law or in equity, subject to the limitations in Section 7.2.

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

7. RISK ALLOCATION

7.1 Mutual Release. The releases in Sections 3.3 and 3.4 allocate all known and unknown pre-Effective-Date risks between the parties.

7.2 Limitation of Liability. Notwithstanding anything to the contrary, the maximum aggregate liability of Employer to Employee for any claim arising out of or relating to this Agreement shall not exceed the Severance Amount actually paid or payable under Section 3.2(a). This limitation does not apply to (i) statutory penalties that cannot be waived, (ii) Employer’s failure to pay the Severance Benefits, or (iii) intentional misconduct.

7.3 Indemnification for Breach. Each party shall indemnify and hold harmless the other party from and against all losses arising from such party’s breach of this Agreement.

7.4 Force Majeure. Neither party shall be liable for non-performance caused by events beyond its reasonable control, including but not limited to acts of God, war, pandemic, or governmental order, provided the affected party promptly notifies the other 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 Kansas and applicable federal law, without regard to conflict-of-law principles.

8.2 Forum Selection. The parties submit to the exclusive jurisdiction of (i) the state courts of competent jurisdiction sitting in [COUNTY], Kansas and (ii) the United States District Court for the District of Kansas.

8.3 Arbitration [OPTIONAL]. [SELECT IF APPLICABLE] Any dispute arising under this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration shall take place in [CITY], Kansas before a single neutral arbitrator.

8.4 Injunctive Relief (Limited). Nothing in this Section 8 precludes either party from seeking temporary or preliminary injunctive relief to preserve the status quo or prevent irreparable harm, provided that any permanent relief shall be pursued in accordance with Sections 8.2 or 8.3, as applicable.

8.5 Jury Waiver [OPTIONAL]. [SELECT IF APPLICABLE] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Entire Agreement; Integration. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.

9.2 Amendments; Waivers. No amendment or waiver shall be effective unless in writing and signed by both parties. A waiver of any breach shall not be deemed a waiver of any other or subsequent breach.

9.3 Assignment. This Agreement is personal to Employee and may not be assigned. Employer may assign this Agreement to any successor by merger, consolidation, or sale of substantially all of its assets, provided such successor assumes Employer’s obligations herein.

9.4 Severability; Reformation. If any provision is held unenforceable, the remainder shall remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent.

9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures shall be deemed original signatures for all purposes.

9.7 Construction. Headings are for convenience only and shall not affect interpretation. The word “including” means “including without limitation.”

9.8 Tax Matters. Employer makes no representation as to the tax treatment of the Severance Benefits. Employee is advised to consult with a tax professional. Employer shall withhold all taxes as required by law.

10. EXECUTION BLOCK

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

[Notary Acknowledgment if required by corporate policy or to enhance enforceability.]

[// GUIDANCE:
1. Confirm whether the separation is part of a “group termination” under OWBPA. If yes, replace the 21-day Consideration Period with 45 days and attach the required “Decisional Unit” disclosure.
2. Remove or retain the optional arbitration and jury-waiver clauses in Section 8 based on client preference and enforceability analysis.
3. Verify that all employee-specific restrictive covenant agreements are accurately cross-referenced in Section 5.5.
4. Ensure compliance with any company-specific ERISA severance plan and obtain necessary plan-administrator approvals before issuance.
5. Update withholding, COBRA details, and payment timing to reflect actual payroll processes and HIPAA notice requirements.
]