SEVERANCE AND MUTUAL RELEASE AGREEMENT
(Louisiana – Single Employee Separation)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Severance Payment & Benefits
3.2 Conditions Precedent
3.3 Tax Matters - Representations & Warranties
- Covenants & Restrictions
5.1 Confidential Information
5.2 Non-Disparagement
5.3 Return of Property
5.4 No Future Employment - Mutual Release of Claims
- Default & Remedies
- Risk Allocation
8.1 Limitation of Liability
8.2 Force Majeure - Dispute Resolution
9.1 Governing Law & Forum Selection
9.2 Optional Arbitration
9.3 Optional Jury Trial Waiver
9.4 Injunctive Relief (Limited) - General Provisions
- Execution Block
[// GUIDANCE: Bracketed items (“[…]”) must be customized before execution. Delete all guidance notes prior to finalizing.]
1. DOCUMENT HEADER
This Severance and Mutual Release Agreement (this “Agreement”) is entered into effective as of [Effective Date] (the “Effective Date”) by and between:
• [Company Legal Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] (the “Company”); and
• [Employee Legal Name], residing at [Employee Address] (“Employee”).
The Company and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Employee’s employment with the Company will terminate effective [Separation Date] (the “Separation Date”).
B. The Parties desire to fully and finally resolve all matters between them, including but not limited to any matters arising from Employee’s employment or the termination thereof, on the terms set forth herein.
C. In consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is 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:
“ADEA” means the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§ 621–634.
“Company Releasees” means the Company, its parents, subsidiaries, affiliates, predecessors, successors, assigns, and all of their respective past and present officers, directors, shareholders, employees, agents, insurers, and attorneys.
“Confidential Information” has the meaning set forth in Section 5.1.
“Protected Rights” has the meaning set forth in Section 6.4.
“Releasees” means, collectively, the Company Releasees and the Employee Releasees (as defined in Section 6.2).
“Severance Amount” means the gross sum of $[Numeric Amount] (less all required tax withholdings) payable pursuant to Section 3.1(a).
[Add additional definitions as necessary in alphabetical order.]
3. OPERATIVE PROVISIONS
3.1 Severance Payment & Benefits
a. Severance Payment. Subject to Employee’s timely execution and non-revocation of this Agreement, the Company shall pay Employee the Severance Amount in [lump sum / installment] on the first regular payroll date occurring after the Revocation Period (defined below) expires.
b. COBRA Premium Subsidy. The Company shall pay [percentage] % of Employee’s COBRA premium for a period of [Number of Months] months following the Separation Date, or until Employee becomes eligible for other group health coverage, whichever occurs first.
c. Outplacement Assistance. [Yes/No] – If yes, provide details [Service Provider, Duration, Cap].
d. Accrued Obligations. Regardless of whether Employee signs this Agreement, the Company will pay all wages earned through the Separation Date and any accrued but unused vacation in compliance with La. Rev. Stat. §§ 23:631–632.
[// GUIDANCE: Louisiana imposes penalties for untimely final wage payment; ensure payroll handles promptly.]
3.2 Conditions Precedent
a. Return of Property under Section 5.3.
b. Compliance with all post-termination obligations in Section 5.
c. Expiration of the Revocation Period without revocation by Employee.
3.3 Tax Matters
a. Withholding. The Company shall withhold all required federal, state, and local taxes from payments made under this Agreement.
b. Section 409A. The Parties intend that payments hereunder comply with, or be exempt from, Section 409A of the Internal Revenue Code.
c. No Tax Advice. Employee acknowledges that the Company has not provided tax advice and is urged to consult independent tax counsel.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform this Agreement and that no further approvals are necessary.
4.2 Employee. Employee represents and warrants that:
a. Employee has returned or will return all Company property as required;
b. Employee has not filed any complaint, charge, or claim against any Company Releasee not expressly disclosed in writing to the Company as of the Effective Date;
c. Employee has had adequate time to review this Agreement, has been advised in writing to consult legal counsel, and signs voluntarily without coercion;
d. If Employee is age 40 or older, Employee specifically acknowledges the ADEA disclosures in Section 6.3.
4.3 Company. The Company represents that all payments due to Employee through the Separation Date (other than those provided in this Agreement) have been, or will be, paid.
4.4 Survival. The representations and warranties in this Section 4 shall survive execution and delivery of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidential Information
Employee shall not use or disclose any non-public business, technical, financial, or personnel information of the Company (“Confidential Information”) except as required by law or to enforce this Agreement.
5.2 Non-Disparagement
Each Party agrees not to make any false or disparaging statements about the other or any Releasee. This Section does not limit Protected Rights.
5.3 Return of Property
No later than the Separation Date (or earlier upon request), Employee shall return all Company property, including keys, equipment, documents, and data.
5.4 No Future Employment
Employee agrees that Employee will not apply for, accept, or otherwise seek employment or engagement with the Company after the Separation Date, and the Company has no obligation to employ or retain Employee in the future.
[// GUIDANCE: Louisiana restricts non-competition agreements; if a non-compete is contemplated, draft a standalone, tailored covenant referencing parishes and term per La. Rev. Stat. § 23:921.]
6. MUTUAL RELEASE OF CLAIMS
6.1 Consideration
Employee acknowledges that the consideration provided under Section 3 is in addition to anything of value to which Employee is otherwise entitled.
6.2 Employee Release
Subject to Section 6.4, Employee unconditionally and forever releases and discharges the Company Releasees from any and all claims, liabilities, and causes of action, whether known or unknown, arising on or before the date Employee signs this Agreement, including but not limited to:
• Employment discrimination and retaliation claims under federal, state, or local law (including ADEA, Title VII, ADA, FMLA, and comparable Louisiana statutes);
• Wage-and-hour claims (excluding penalties for untimely wage payment under La. Rev. Stat. § 23:632, which cannot be prospectively waived);
• Contract, tort, defamation, and equitable claims.
6.3 ADEA/OWBPA Waiver
a. Employee is hereby advised in writing to consult an attorney before signing this Agreement and is given [21] days to consider its terms.
b. Employee may revoke this Agreement within seven (7) days after signing by delivering written notice to [Company Contact/Address] (“Revocation Period”). This Agreement shall not become effective until the eighth (8th) day after Employee signs without revocation.
c. Pursuant to 29 U.S.C. § 626(f), the waiver of ADEA claims is knowing and voluntary, and Employee receives consideration in addition to that which Employee is otherwise entitled.
d. Employee affirms that Employee is not waiving claims that may arise after the Effective Date.
6.4 Protected Rights (Carve-Out)
Nothing in this Agreement:
i. Prohibits Employee from filing a charge with, communicating with, or participating in an investigation or proceeding conducted by, any governmental agency (e.g., EEOC, NLRB, SEC); or
ii. Requires Employee to waive any rights that cannot, as a matter of law, be waived.
Employee nevertheless waives the right to any personal monetary recovery resulting from such a charge, investigation, or proceeding, except where such waiver is prohibited by law.
6.5 Company Release
The Company, on behalf of itself and the Company Releasees, releases Employee and Employee’s heirs, executors, and assigns (“Employee Releasees”) from any and all claims arising out of or relating to Employee’s employment or separation, except for claims based on intentional misconduct, fraud, or breach of Sections 5 or 7 of this Agreement.
7. DEFAULT & REMEDIES
7.1 Event of Default. A Party is in default if it materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice from the non-breaching Party.
7.2 Remedies. Upon default, the non-breaching Party may:
a. Seek damages (subject to Section 8.1);
b. Obtain specific performance or injunctive relief as limited in Section 9.4; and
c. Recover reasonable attorneys’ fees, costs, and expenses incurred in enforcement.
8. RISK ALLOCATION
8.1 Limitation of Liability
The total aggregate liability of either Party for any claim arising under or related to this Agreement shall not exceed the Severance Amount, except for:
a. Liability arising from a Party’s willful misconduct or fraud;
b. Breach of confidentiality under Section 5.1; or
c. Claims that cannot be limited under applicable law.
8.2 Force Majeure
Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or governmental actions, provided that the affected Party gives prompt notice and resumes performance as soon as reasonably practicable.
9. DISPUTE RESOLUTION
9.1 Governing Law & Forum Selection
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Louisiana and applicable federal law, without regard to conflict-of-laws principles. Subject to Section 9.2, the Parties consent to the exclusive jurisdiction of the state and federal courts located in [Parish], Louisiana for any action arising out of or relating to this Agreement.
9.2 Optional Arbitration
[Select One]
☐ Arbitration Not Applicable
☐ The Parties shall submit any dispute arising under this Agreement (other than claims for injunctive relief under Section 9.4) to binding arbitration administered by [AAA/JAMS] in [City, Louisiana] pursuant to its employment arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.
9.3 Optional Jury Trial Waiver
[Select One]
☐ The Parties knowingly and voluntarily waive their right to a jury trial for any dispute arising under this Agreement.
☐ No jury trial waiver agreed.
9.4 Injunctive Relief (Limited)
Notwithstanding anything to the contrary, either Party may seek temporary or preliminary injunctive relief solely to prevent breach of Sections 5.1 (Confidentiality) or 5.2 (Non-Disparagement) and only to the extent necessary to prevent irreparable harm.
10. GENERAL PROVISIONS
10.1 Amendment & Waiver. No amendment or waiver will be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not be deemed a waiver of future enforcement.
10.2 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other, except that the Company may assign to a successor in interest by merger, acquisition, or sale of substantially all assets.
10.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
10.4 Severability & Reformation. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it valid, and the remainder shall remain in full force.
10.5 Integration. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements, oral or written, relating thereto.
10.6 Counterparts & Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered electronically (e.g., PDF, DocuSign) shall be deemed original.
10.7 Headings. Headings are for convenience only and shall not affect interpretation.
11. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
| [COMPANY LEGAL NAME] | [EMPLOYEE LEGAL NAME] |
| By: ________ | _______ |
| Name: ______ | Signature |
| Title: _____ | Date: _______ |
| Date: ______ |
[If notarization or witness signatures are required under Company policy or local practice, add appropriate blocks here.]
[// GUIDANCE: After customization, review to ensure compliance with the Older Workers Benefit Protection Act (29 U.S.C. § 626(f)), Louisiana wage statutes, and any internal policies. Verify that all bracketed selections are completed and that the employee receives the mandated consideration and revocation periods.]