SEVERANCE AND GENERAL RELEASE AGREEMENT

(Maryland – Single Employee Termination)

[// GUIDANCE: This template is drafted for use with a single employee separation. For “group termination programs” under the Older Workers Benefit Protection Act (“OWBPA”), additional disclosures (i.e., decisional-unit information) and a 45-day consideration period are required. Customize Section 3(B) accordingly.]

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

SEVERANCE AND GENERAL RELEASE AGREEMENT (“Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between [Company Legal Name], a [State of Incorporation] corporation with principal place of business at [Address] (“Company”), and [Employee Legal Name], residing at [Address] (“Employee”). Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Employee’s employment with Company will terminate effective [Separation Date] (“Separation Date”).
B. Company desires to provide Employee with severance benefits in exchange for a comprehensive release of claims and certain covenants, all on the terms set forth below.
C. Employee desires to accept such benefits and agrees to the terms and conditions of this Agreement.

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

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Defined terms include the singular and plural and correlative forms.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with Company.

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

“Base Salary” – Employee’s regular annualized salary as of the Separation Date, exclusive of bonus, overtime, commissions, or other incentive compensation.

“Benefit Continuation Period” – The period beginning on the Separation Date and ending [Number] months thereafter.

“Claims” – Any and all claims, demands, actions, causes of action, complaints, liabilities, obligations, damages or costs of whatever nature, whether known or unknown, suspected or unsuspected, in law or equity.

“Confidential Information” – All non-public information pertaining to Company or its Affiliates, including trade secrets, proprietary data, financial information, personnel matters, and information protected under any confidentiality policy or agreement.

“Consideration Period” – Twenty-one (21) calendar days after delivery of this Agreement to Employee, subject to extension to forty-five (45) days for group termination programs under OWBPA.

“Revocation Period” – The seven (7) calendar days following Employee’s execution of this Agreement during which Employee may revoke the Agreement as to ADEA claims.

“Severance Amount” – The gross amount of $[Amount], equivalent to [__] weeks of Employee’s Base Salary, subject to applicable withholdings.

“Severance Benefits” – Collectively, (i) the Severance Amount, (ii) COBRA premium subsidies described in Section 3(A)(2), and (iii) any other benefit expressly set forth in Section 3(A).

3. OPERATIVE PROVISIONS

A. Severance Benefits. Subject to Employee’s timely execution, non-revocation, and continued compliance:

1. Cash Severance. Company shall pay Employee the Severance Amount in equal installments on Company’s regular payroll schedule, commencing on the first payroll date following expiration of the Revocation Period.

2. COBRA/Health Benefits. For the Benefit Continuation Period, Company shall directly pay or reimburse Employee for the employer-share of COBRA premiums for continued group health coverage, provided Employee timely elects COBRA. [// GUIDANCE: If subsidizing COBRA may create nondiscrimination issues, consider providing a lump-sum cash payment instead.]

3. Outplacement Assistance. Company shall provide up to [Dollar Amount or Service Description] in outplacement services through a vendor selected by Company.

4. Accrued Wages & PTO. Company shall pay all earned but unpaid wages and accrued PTO through the Separation Date on the first regular payday following the Separation Date, consistent with Maryland Labor & Employment law.

B. Consideration and Revocation Periods; ADEA Compliance.
1. Employee acknowledges that:
a. Employee is at least 40 years of age [DELETE if not applicable];
b. Employee has been advised in writing to consult with an attorney prior to executing this Agreement;
c. Employee has [insert “21” or “45”] days to consider this Agreement (the “Consideration Period”);
d. Employee may revoke this Agreement within seven (7) days after execution (the “Revocation Period”) by delivering written notice of revocation to [Authorized Company Representative/Address];
e. This Agreement shall not become effective or enforceable until the Revocation Period expires without revocation; and
f. The release of ADEA claims is knowingly and voluntarily made in conformity with 29 U.S.C. § 626(f).

C. Conditions Precedent. Company’s obligations are conditioned on:
1. Employee’s execution and delivery of this Agreement on or before the last day of the Consideration Period;
2. Employee’s non-revocation within the Revocation Period; and
3. Employee’s compliance with Sections 5, 6, and 7 herein.

4. REPRESENTATIONS & WARRANTIES

4.1 By Employee. Employee represents, warrants, and covenants that:
a. Employee has not filed and will not file or permit to be filed any Claim except as permitted under Section 4.3;
b. Employee has not transferred or assigned any Claim; and
c. Employee has had the opportunity to consult counsel and enters this Agreement freely and knowingly.

4.2 By Company. Company represents and warrants that:
a. The individual signing on its behalf is duly authorized; and
b. No undisclosed Claim has been asserted by Company against Employee as of the Effective Date.

4.3 Protected Rights. Nothing in this Agreement prohibits Employee from filing a charge with or participating in an investigation by any governmental agency (e.g., EEOC, NLRB, SEC, DOL). However, Employee waives any right to monetary recovery directly from Company arising from such charges or investigations, except for any bounty or award expressly authorized by statute that cannot lawfully be waived.

[// GUIDANCE: Section 4.3 preserves statutory “whistleblower” protections.]

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall keep the terms of this Agreement and all Confidential Information strictly confidential, except (i) to Employee’s spouse, attorney, and tax advisor, each of whom must be bound to confidentiality, (ii) as required by subpoena or law, or (iii) to government agencies pursuant to Section 4.3.

5.2 Non-Disparagement. Employee shall not make or publish any statement reasonably likely to damage the reputation of Company or its Affiliates. Company shall direct its executive officers to refrain from making public disparaging statements about Employee.

5.3 Return of Property. On or before the Separation Date, Employee shall return all Company property, including documents, devices, and Confidential Information.

5.4 Cooperation. Employee shall cooperate with Company in any pending or future investigations, litigation, or administrative matters relating to events that occurred during Employee’s employment, provided Company reimburses reasonable out-of-pocket expenses and does not unreasonably interfere with Employee’s subsequent employment.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute defaults:
a. Employee’s material breach of Sections 5.1–5.4;
b. Company’s failure to pay Severance Benefits when due, subject to a ten (10) day cure period.

6.2 Notice & Cure. The non-breaching Party shall give written notice specifying the default, after which the breaching Party shall have ten (10) days (or such longer period as agreed in writing) to cure, if curable.

6.3 Remedies.
a. Company Remedies. Upon Employee default, Company may (i) cease unpaid Severance Benefits; (ii) seek repayment of Severance Benefits already paid, capped at the Severance Amount; and (iii) pursue injunctive relief to enforce Sections 5.1–5.4 (limited only to such sections).
b. Employee Remedies. Upon Company default, Employee may pursue the unpaid portion of Severance Benefits, plus reasonable attorney fees under Section 6.4.

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 of Claims.

a. Employee Release. Employee irrevocably releases Company, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Released Parties”) from any and all Claims arising on or before the Effective Date, including but not limited to Claims under: Title VII of the Civil Rights Act, ADEA, ADA, FMLA, the Maryland Fair Employment Practices Act, and any Maryland common-law or statutory Claims, except as carved out in Section 7.1(c).

b. Company Release. Company releases Employee from all Claims, known or unknown, arising from Employee’s employment or termination, except for Claims based on fraud, embezzlement, willful misconduct, or breach of Sections 5.1–5.4.

c. Excluded Claims. The releases do not waive (i) rights to enforce this Agreement, (ii) vested retirement benefits, (iii) workers’ compensation claims, (iv) unemployment benefits, or (v) rights that cannot be waived by law.

7.2 Limitation of Liability. Each Party’s aggregate liability under this Agreement shall not exceed the Severance Amount, excluding obligations to indemnify for third-party claims not released herein or arising from fraud or willful misconduct.

7.3 Indemnification of Third-Party Claims. Each Party shall indemnify and hold harmless the other from any Claims by third parties arising from any breach of representations, warranties, or covenants herein, subject to the liability cap in Section 7.2.

7.4 Force Majeure. Neither Party shall be liable for delay or failure in performance due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, pandemics, or governmental orders, provided the affected Party promptly notifies the other and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute hereunder shall be governed by the laws of the State of Maryland and applicable federal employment laws, without regard to conflict-of-law principles.

8.2 Forum Selection. Subject to Section 8.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Baltimore City, Maryland, and waive any objection to venue or personal jurisdiction therein.

8.3 Arbitration (Optional). [ ] Check if elected. If checked, and except for claims for injunctive relief under Section 6.3(a), any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration under the JAMS Employment Arbitration Rules, to be held in [City, Maryland]. Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional). [ ] Check if elected. IF ELECTED, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION TO ENFORCE OR INTERPRET THIS AGREEMENT.

8.5 Injunctive Relief. Nothing herein limits either Party’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to enforce Sections 5.1–5.4, provided any such relief is narrowly tailored to prevent irreparable harm.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver shall be effective unless in writing signed by both Parties. A waiver on one occasion shall not be a waiver of any subsequent breach.

9.2 Assignment. Employee may not assign this Agreement or any rights hereunder. Company may assign to a successor in interest by merger, sale, or otherwise; provided such successor assumes Company’s obligations.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability; Reformation. If any provision is held unenforceable, it shall be reformed to the minimum extent necessary to comply with applicable law, and the remaining provisions shall continue in full force.

9.5 Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the agreement between the Parties, superseding all prior agreements and understandings, oral or written, regarding its subject matter.

9.6 Counterparts; Electronic Signature. This Agreement may be executed in counterparts (including electronic or PDF signatures), each of which shall be deemed an original and all of which together constitute one instrument.

9.7 Headings. Section headings are for convenience only and do not affect interpretation.

9.8 Taxes. Company shall withhold applicable taxes from payments hereunder. Employee is responsible for all other tax liabilities arising from the Severance Benefits.

9.9 409A Compliance. This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code and shall be interpreted accordingly. Payments shall not be accelerated or deferred except in compliance with Section 409A.

10. EXECUTION BLOCK

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

[Seal, Notary Acknowledgment, and/or Witness Lines if required by corporate policy or Maryland law]

[// GUIDANCE:
1. Insert corporate notary block only if Company’s bylaws or board resolution requires notarization. Maryland law does not mandate notarization for enforceability of a severance agreement.
2. Ensure delivery of the fully executed agreement to Employee and maintain proof of delivery for compliance purposes.
3. Retain all OWBPA disclosures and decisional-unit data for at least three (3) years in accordance with EEOC record-keeping rules.]