Severance Agreement - Louisiana

SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Louisiana – Single Employee Separation)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Severance Payment & Benefits
   3.2 Conditions Precedent
   3.3 Tax Matters

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 Confidential Information
   5.2 Non-Disparagement
   5.3 Return of Property
   5.4 No Future Employment

6. Mutual Release of Claims

7. Default & Remedies

8. Risk Allocation
   8.1 Limitation of Liability
   8.2 Force Majeure

9. Dispute Resolution
   9.1 Governing Law & Forum Selection
   9.2 Arbitration
   9.3 Jury Trial Waiver
   9.4 Protected Rights

10. General Provisions

11. Execution Block

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, as amended.

“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. Final Wages and Other Amounts Already Owed. Regardless of whether Employee signs this Agreement, and subject to any controlling collective-bargaining agreement, the Company will pay amounts then due under the terms of employment on or before the next regular payday or fifteen (15) days after discharge or resignation, whichever occurs first. Accrued vacation is due when the requirements of the Company's stated vacation policy and La. Rev. Stat. § 23:631(D) are met. Earned commission, incentive pay, or bonus is governed by § 23:631(E), and subsection (F) contains a limited exclusion for specified profits interests. Final wages, reimbursable expenses, vested benefits, and accrued leave owed under applicable law or a controlling plan, policy, or contract are not severance consideration. Employee identifies any known unpaid-compensation issue here: [________________________________].

e. Additional Consideration. The severance benefits are in addition to anything Employee is already entitled to receive and are exchanged for the release and lawful promises in this Agreement.

3.2 Conditions Precedent

The Company's obligation to provide severance consideration is conditioned on Employee's timely execution and non-revocation of this Agreement. Final wages and other amounts already owed are not conditioned on return of property or compliance with another covenant.

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 identifies any pending lawsuit, arbitration, charge, or complaint against a Company Releasee here: [________________________________]. This disclosure does not restrict protected agency communication or participation;
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 protect legitimate trade secrets and non-public proprietary information. This Section does not restrict truthful testimony, protected communications, government reports, or other conduct protected by law. Employee may disclose the payment amount to Employee's attorney, tax advisor, spouse, or as required by law.

5.2 Non-Disparagement

During [TIME PERIOD], neither Party shall knowingly make a false statement of fact intended to harm the other Party's reputation. This Section does not restrict truthful statements, government communications, whistleblower reports, testimony, or other conduct protected by law.

5.3 Return of Property

No later than [DATE], Employee shall return Company property and delete Company data from personal devices, except material that must be preserved by law, litigation hold, or written instruction. Return of property does not delay final wages or other amounts already owed.

5.4 Prior and Proposed Restrictive Covenants

No prior restrictive covenant is automatically reaffirmed or incorporated by this Agreement. Any proposed noncompetition, customer nonsolicitation, confidentiality, no-rehire, or similar post-employment restraint requires separate Louisiana legal review and must be identified expressly here: [________________________________].

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 the ADEA and the Louisiana Employment Discrimination Law identified in La. Rev. Stat. § 23:301; and
• other federal, Louisiana, or local statutory or common-law claims to the extent they may lawfully be waived.

6.3 ADEA/OWBPA Waiver

a. Employee is hereby advised in writing to consult an attorney before signing this Agreement and is given at least twenty-one (21) calendar days to consider the final Agreement. If the waiver is offered in connection with an exit incentive or other employment termination program offered to a group or class of employees, replace twenty-one days with at least forty-five (45) calendar days and, at the beginning of that period, provide a written disclosure calculated to be understood by the average eligible employee that identifies the decisional unit, eligibility factors and time limits, job titles and individual ages of all eligible or selected employees, and individual ages of employees in the same job classification or organizational unit who are not eligible or selected.
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. The ADEA waiver is written to be understood, specifically names the ADEA, excludes later-arising claims, and is supported by consideration in addition to anything Employee is already entitled to receive. See 29 U.S.C. § 626(f) and 29 C.F.R. § 1625.22.
d. Employee is not waiving claims that may arise after the date Employee signs this Agreement.
e. Material changes to the final offer restart the applicable consideration period unless the Parties agree otherwise. Employee may sign sooner only by a knowing and voluntary choice that the Company has not induced through fraud, misrepresentation, a threat to withdraw or change the offer before the period ends, or better terms for early signature.

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.
Nothing interferes with agency enforcement authority. Any effect of the release on individual monetary recovery is governed by applicable 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 claims based on acts occurring on or before the date Employee signs this Agreement and arising out of Employee’s employment or separation, except for claims based on intentional misconduct or fraud and rights under 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. A Party may pursue lawful contract remedies for a proven material breach. No remedy creates a release-challenge penalty, requires repayment merely for filing or participating in an agency matter, restricts a protected communication, or creates a prevailing-party fee shift.

8. RISK ALLOCATION

8.1 ADEA Waiver Challenges

Nothing imposes a condition precedent, penalty, attorney-fee liability, damages, or another limitation that adversely affects Employee's right to challenge the validity of the ADEA waiver.

8.2 No Employee Risk-Shifting

This Agreement does not impose employee indemnity, a liability cap, a force-majeure excuse for payment, a severance clawback, or a penalty for a good-faith challenge to the release.

9. DISPUTE RESOLUTION

9.1 Governing Law & Forum Selection

This Agreement is executed after the events giving rise to Employee's separation and any released dispute. Employee expressly, knowingly, and voluntarily agrees to and ratifies the application of Louisiana law and a nonexclusive Louisiana forum after those events, as required by La. R.S. 23:921(A)(2). Applicable federal law, subject-matter jurisdiction, personal jurisdiction, venue, and nonwaivable rights remain controlling.

9.2 Arbitration

No arbitration clause is included. If selected, use a separately reviewed addendum addressing formation, costs, discovery, remedies, and governing law.

9.3 Jury Trial Waiver

No predispute jury waiver is included in this template.

9.4 Protected Rights

Nothing in this Article restricts agency access, protected communications, or claims and remedies that cannot be waived privately.

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. If a provision is held invalid or unenforceable, the remaining provisions remain in effect to the extent permitted by law. This clause does not authorize expansion of a release or restraint.

10.5 Integration. This Agreement constitutes the entire understanding concerning its subject matter and supersedes prior oral or written understandings concerning that subject matter. No separate restrictive covenant or other prior obligation is incorporated unless expressly identified in Section 5.4.

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.

Sources and References

• 29 U.S.C. § 626(f)
• 29 C.F.R. § 1625.22
• La. Rev. Stat. § 23:631
• La. Rev. Stat. § 23:301