Severance Agreement

SEVERANCE AND GENERAL RELEASE AGREEMENT

(Massachusetts—Compliant with Federal & State Employment Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Severance Benefits
   3.2 Accrued Obligations
   3.3 Taxes & Withholding

4. Release of Claims
   4.1 General Release (Employee)
   4.2 Mutual Release (Company)
   4.3 ADEA/OWBPA Compliance

5. Covenants & Restrictions
   5.1 Non-Disparagement
   5.2 Confidentiality of Agreement
   5.3 Return of Property

6. Representations & Warranties

7. Remedies & Enforcement

8. Risk Allocation
   8.1 Liability Cap
   8.2 No Admission of Liability

9. Dispute Resolution

10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

THIS SEVERANCE AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into as of [DATE] (the “Execution Date”) by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Company”), and [EMPLOYEE FULL NAME], residing at [ADDRESS] (“Employee”). Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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

WHEREAS, Company desires to provide Employee with severance benefits in exchange for a full and complete release of claims, and Employee desires to accept such benefits on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear in alphabetical order and apply equally to both singular and plural forms.

“Agreement” has the meaning set forth in the preamble.
“ADEA” means the federal Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq.
“Claims” means any and all actual or potential actions, causes of action, suits, arbitrations, administrative charges, grievances, complaints, controversies, demands, debts, damages, losses, attorneys’ fees, costs, liabilities, and obligations of every kind, in law or equity, known or unknown, suspected or unsuspected, that exist or may exist up to and including the Execution Date.
“Effective Date” means the first business day after the Revocation Period expires without revocation.
“OWBPA” means the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).
“Revocation Period” has the meaning set forth in Section 4.3(c).
“Severance Amount” means the gross cash payment specified in Section 3.1(a), which also constitutes the liability cap pursuant to Section 8.1.

3. OPERATIVE PROVISIONS

3.1 Severance Benefits

(a) Severance Payment. Subject to Employee’s timely execution and non-revocation of this Agreement, Company shall pay Employee a lump-sum cash payment of $[•] (the “Severance Amount”), less applicable taxes and withholdings, within ten (10) business days after the Effective Date.

(b) COBRA Subsidy. Company shall pay the employer-portion of Employee’s COBRA premiums for [NUMBER] months following the Separation Date, or until Employee becomes eligible for comparable coverage, whichever occurs first.

(c) Outplacement Assistance. Company shall provide professional outplacement services through [VENDOR] for up to [NUMBER] months.

3.2 Accrued Obligations

Company shall pay Employee all wages earned through the Separation Date, any accrued but unused vacation/paid time off as required by Massachusetts law, and any approved reimbursable business expenses, all irrespective of Employee’s execution of this Agreement.

3.3 Taxes & Withholding

All payments hereunder shall be subject to required deductions and withholdings. Employee is solely responsible for any additional tax liabilities.

4. RELEASE OF CLAIMS

4.1 General Release by Employee

In exchange for the consideration provided herein, Employee, on behalf of Employee and Employee’s heirs, executors, administrators, successors, and assigns, irrevocably and unconditionally releases and forever discharges Company, its parents, subsidiaries, affiliates, predecessors, successors, and current or former directors, officers, employees, and agents (“Released Parties”) from any and all Claims arising at any time up to and including the Execution Date, including but not limited to those arising under:

• Title VII of the Civil Rights Act;
• ADEA;
• Americans with Disabilities Act;
• Family and Medical Leave Act;
• Massachusetts Fair Employment Practices Act;
• Massachusetts Wage Act and Minimum Fair Wage Law;
• Any other federal, state, or local statute, regulation, or common-law theory.

Excluded from this release are (i) Claims that cannot be waived as a matter of law, (ii) rights to vested benefits under qualified retirement plans, and (iii) rights under this Agreement.

4.2 Mutual Release by Company

Company hereby releases Employee from any and all Claims that Company may have against Employee arising out of the employment relationship up to and including the Execution Date, except (i) Claims based on fraud, embezzlement, or other willful misconduct, (ii) Claims that cannot be waived as a matter of law, and (iii) rights under this Agreement.

4.3 ADEA/OWBPA Compliance

(a) Knowing and Voluntary. Employee acknowledges that this release of ADEA Claims is knowing and voluntary, complies in full with OWBPA, and specifically refers to rights or claims arising under ADEA.

(b) Consideration Period. Employee has twenty-one (21) days to consider this Agreement. Employee is advised in writing to consult with an attorney prior to signing. Employee may sign sooner if Employee so chooses, but not before the Separation Date.

(c) Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice of revocation to [COMPANY CONTACT]. This Agreement shall not become effective or enforceable until the Revocation Period expires without revocation.

(d) No Waiver of Future Claims. Nothing herein waives rights or Claims that may arise after the Execution Date.

5. COVENANTS & RESTRICTIONS

5.1 Non-Disparagement

Employee agrees not to make any statement, written or oral, that could reasonably be expected to disparage or damage the reputation of any Released Party. Company shall instruct its named executive officers to refrain from making any disparaging statements about Employee.

5.2 Confidentiality of Agreement

Employee shall keep the terms of this Agreement strictly confidential except (i) to Employee’s spouse, attorney, tax advisor, or as required by law, and (ii) in any proceeding to enforce this Agreement.

5.3 Return of Property

Employee represents that all Company Property has been returned or will be returned no later than the Separation Date, including all originals and copies of confidential information.

6. REPRESENTATIONS & WARRANTIES

(a) Corporate Authority. Company represents that the undersigned signatory has full authority to bind Company.
(b) No Prior Assignment. Employee represents that Employee has not assigned or transferred any Claim released herein.
(c) Full Understanding. Employee represents that Employee (i) has read this Agreement carefully, (ii) understands its terms, and (iii) enters into it voluntarily.

All representations and warranties shall survive the Effective Date.

7. REMEDIES & ENFORCEMENT

(a) Specific Performance / Injunctive Relief. The Parties agree that any breach of Sections 5.1 or 5.2 would cause irreparable harm, and the non-breaching Party may seek injunctive relief limited solely to enforcement of those Sections in any court of competent jurisdiction, without posting bond, in addition to any other remedies at law or in equity.

(b) Clawback. In the event of Employee’s material breach of Sections 5.1 or 5.2, Company may cease any unpaid Severance Amounts and may recover an amount not to exceed the Severance Amount already paid.

(c) Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Liability Cap

Notwithstanding anything to the contrary, the maximum aggregate liability of either Party arising out of or relating to this Agreement shall not exceed the Severance Amount.

8.2 No Admission of Liability

This Agreement shall not be construed as an admission of liability by any Party. Each Party expressly denies any wrongdoing.

8.3 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, provided the affected Party gives prompt notice and takes commercially reasonable steps to mitigate.

9. DISPUTE RESOLUTION

(a) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts and applicable federal law, without regard to conflict-of-law principles.

(b) Forum Selection. Subject to Section 9(c), the Parties consent to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts for any action arising out of or relating to this Agreement.

(c) Arbitration (Optional). [SELECT ONE]
☐ Arbitration Inapplicable
☐ The Parties agree to submit any dispute arising out of this Agreement to binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on any award may be entered in any court of competent jurisdiction.

(d) Jury Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

10. GENERAL PROVISIONS

10.1 Amendment & Waiver. No amendment or waiver of this Agreement shall be effective unless in writing and signed by both Parties. A waiver of any term shall not be construed as a waiver of any other term.

10.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Company may assign this Agreement to any successor in interest.

10.3 Severability. If any provision is held unenforceable, it shall be deemed modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.

10.4 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements concerning the subject matter hereof.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically or by facsimile shall be deemed original signatures.

11. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date.

COMPANY
By: _______________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _____________________________

EMPLOYEE
Signature: _________________________
Name: [EMPLOYEE FULL NAME]
Date: _____________________________

[NOTARY ACKNOWLEDGMENT BLOCK—add if required under internal policy; not required by Massachusetts law for enforceability of a severance agreement.]