Severance Agreement - Minnesota

SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Minnesota – Single-Employee Termination)

Table of Contents

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – OWBPA 7-Day Revocation Form
Exhibit B – Decisional-Unit Disclosure (if applicable)

I. DOCUMENT HEADER

1. Parties
   1.1 Employer: [LEGAL NAME OF EMPLOYER], a [STATE] [ENTITY TYPE] (“Employer”).
   1.2 Employee: [EMPLOYEE FULL LEGAL NAME], an individual resident of [COUNTY], Minnesota (“Employee”).

2. Effective Date
   “Effective Date” means the eighth (8th) calendar day after Employee signs this Agreement, provided Employee has not revoked acceptance per Section 3.4.

3. Recitals
   A. Employer and Employee previously entered into an employment relationship beginning on or about [START DATE].
   B. The parties have mutually agreed to end that relationship effective [TERMINATION DATE] (the “Separation Date”).
   C. In exchange for the promises herein, including the release of claims, Employer will pay severance and provide other consideration to which Employee is not otherwise entitled.

II. DEFINITIONS

Capitalized terms have the meanings below and are used throughout this Agreement.

“Agreement” – This Severance and Mutual Release Agreement, including all Exhibits.
“Claims” – Any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, disclosed or undisclosed.
“Confidential Information” – All non-public information of or about Employer, in any form, that a reasonable person would consider confidential, including trade secrets.
“Consideration Period” – At least twenty-one (21) calendar days for an individual waiver or at least forty-five (45) calendar days when the group-program requirements in Section 3.4(b) apply.
“Severance Amount” – [DOLLAR AMOUNT] less required withholdings, payable per Section 3.1.

III. OPERATIVE PROVISIONS

3.1 Severance & Benefits
a. Severance Pay: Employer shall pay Employee the Severance Amount in [lump sum/installments] beginning on the first regular payroll date after the Effective Date.
b. Final Wages and Commissions: Regardless of whether Employee signs this Agreement, Employer will pay wages and commissions under the applicable rule below.

• Discharge/layoff: Under Minn. Stat. § 181.13, wages and commissions actually earned and unpaid are immediately due and payable upon Employee’s written demand. If they are not paid within 24 hours after demand, the statutory default and daily-penalty provisions may apply.
• Quit/resignation: Under Minn. Stat. § 181.14, wages and commissions earned and unpaid are generally due by the first regularly scheduled payday after the final day. If that payday is fewer than five calendar days after the final day, payment may be delayed to the second payday but not beyond 20 calendar days. Collective-bargaining, migrant-worker, entrusted-property, and dispute provisions require separate review when applicable.
  c. PTO and Other Benefits: Vacation, PTO, bonuses, expenses, and other plan or policy benefits will be handled under the governing plan, policy, contract, or applicable law. This Agreement does not independently characterize every unused leave balance as payable wages. Employee identifies any known unpaid-compensation or benefit issue here: [________________________________].
  d. COBRA Subsidy: Employer will reimburse Employee for [NUMBER] months of COBRA premiums if Employee independently qualifies for and timely elects coverage.
  e. Outplacement: Employer will provide outplacement assistance valued at [VALUE] for up to [DURATION].
  f. Additional Consideration: Only benefits in excess of wages, commissions, vested benefits, policy or plan benefits already due, and other amounts already owed constitute consideration for the release.

3.2 Mutual Release of Claims
a. Employee Release: Subject to Section 3.3, Employee releases Employer and its affiliates from lawfully waivable Claims based on acts occurring on or before the date Employee signs this Agreement, including lawfully waivable claims under Title VII, the ADEA, the ADA, the FMLA, Minn. Stat. §§ 363A.08 and 363A.15, and other federal, Minnesota, local, or common law.
b. Employer Release: Employer releases Employee from Claims arising out of the employment relationship on or before the date Employee signs this Agreement, except Claims based on fraud, embezzlement, or willful misconduct discovered after that date.

3.3 Excluded Claims
Nothing in this Agreement waives:

• Employee’s vested benefits under governing benefit plans;
• wages and commissions due under Minn. Stat. §§ 181.13 and 181.14;
• workers’ compensation or unemployment rights;
• Claims arising after Employee signs this Agreement;
• rights to enforce this Agreement;
• government communication, charge-filing, participation, and agency-enforcement rights; and
• any right or Claim that cannot lawfully be waived.

3.4 OWBPA Compliance (ADEA Waiver)
a. Employee acknowledges having at least twenty-one (21) days to consider this Agreement and is advised in writing to consult an attorney.
b. If the waiver is offered in connection with an exit incentive or other employment termination program offered to a group or class, replace 21 days with at least 45 days and, at the beginning of that period, provide a written disclosure calculated to be understood by the average eligible employee identifying 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.
c. Employee may revoke acceptance within seven (7) days after signing by delivering written notice to [CONTACT NAME/TITLE/ADDRESS]. The Agreement will not become effective until the revocation period expires.
d. No right or Claim arising after Employee signs is waived.
e. Material changes to the final offer restart the applicable 21- or 45-day period unless the parties agree otherwise. Employee may sign sooner only by a knowing and voluntary choice not induced by fraud, misrepresentation, a threat to withdraw or alter the offer before the period ends, or better terms for early signature.
f. Nothing requires tender back of consideration or 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.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
a. Employee identifies any pending lawsuit, arbitration, charge, or complaint against Employer here: [________________________________]. This disclosure does not restrict protected agency communication or participation.
b. Employee has returned (or will return by the Separation Date) all Employer property.

4.2 Employer represents and warrants that:
a. It has full corporate authority to enter into and perform this Agreement.
b. The individual signing on Employer’s behalf is duly authorized.

4.3 Survival
The representations and warranties in Sections 4.1 and 4.2 survive the Effective Date for a period of two (2) years, except as to intentional misrepresentation, which survives indefinitely.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality of Employer Information
Employee shall protect legitimate trade secrets and non-public proprietary information. This Section does not restrict truthful testimony, protected communications, government reports, discussions of wages or working conditions protected by law, or other protected conduct. The Agreement itself is not designated categorically confidential.

5.2 Non-Disparagement
During [TIME PERIOD], neither party shall knowingly make a false statement of fact intended to harm the other’s reputation. This Section does not restrict truthful statements, government communications, whistleblower reports, testimony, discussions of wages or working conditions protected by law, or other protected conduct.

5.3 Return of Property
Employee will, no later than the Separation Date, return to Employer all keys, devices, documents, and other property of Employer.

Return of property does not delay wages, commissions, vested benefits, or other amounts already owed.

5.4 Future Cooperation
Upon reasonable notice, Employee will cooperate with Employer in connection with any pending or future litigation related to Employee’s tenure, provided Employer reimburses reasonable out-of-pocket expenses and does not unreasonably interfere with Employee’s subsequent employment.

VI. DEFAULT & REMEDIES

6.1 Events of Default
a. Employee’s material breach of Sections 5.1 or 5.2.
b. Employer’s failure to pay the Severance Amount within ten (10) business days after written notice of non-payment.

6.2 Cure Period
The non-breaching party must give written notice and a ten (10) day opportunity to cure before pursuing remedies, except no cure period is required for intentional breaches of confidentiality.

6.3 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 protected communication, delays amounts already owed, or creates a prevailing-party fee shift.

VII. RISK ALLOCATION

7.1 Protected Rights
Nothing in this Agreement prohibits Employee from filing a charge with, communicating with, or participating in an investigation or proceeding conducted by a governmental agency, including the EEOC, NLRB, or Minnesota Department of Human Rights. Nothing interferes with agency enforcement authority or requires waiver of a right that cannot lawfully be waived. Any effect of the release on individual monetary recovery is governed by applicable law.

7.2 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.

7.3 No Admission
This Agreement is not an admission of liability or wrongdoing by either party.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement is governed by the laws of the United States and the State of Minnesota, without regard to conflict-of-laws rules.

8.2 Forum
An action concerning this Agreement may be filed in a Minnesota state or federal court with subject-matter and personal jurisdiction and proper venue.

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

8.4 Jury Trial
No predispute jury waiver is included in this template.

IX. GENERAL PROVISIONS

9.1 Entire Agreement
This Agreement constitutes the entire understanding of the parties and supersedes all prior agreements regarding the subject matter, including any prior severance policies.

9.2 Amendment and Waiver
No amendment or waiver is effective unless in a writing signed by both parties. A waiver on one occasion is not a waiver on any subsequent occasion.

9.3 Assignment
Employee may not assign this Agreement. Employer may assign to a successor by merger or asset sale with written notice to Employee.

9.4 Severability and Reformation
If any provision is held unenforceable, it is deemed modified to the minimum extent necessary to be enforceable, and the remainder remains in effect.

9.5 Successors and Assigns
This Agreement binds and benefits the parties and their respective successors and permitted assigns.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature. Under Minn. Stat. § 325L.07, a record, signature, or contract may not be denied legal effect or enforceability solely because it is electronic.

9.7 Taxes and Section 409A
Employer will make deductions and withholdings required by law and issue applicable tax forms. Any installment or delayed-payment schedule must be reviewed for compliance with or exemption from 26 U.S.C. § 409A.

X. EXECUTION BLOCK

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

[Notary acknowledgment if desired]

Exhibit A – OWBPA Revocation Notice

I, [EMPLOYEE NAME], hereby revoke my acceptance of the Severance and Mutual Release Agreement dated _____________.

Signature: ______________________ Date: _____________

Deliver to: [NAME/TITLE/ADDRESS/FAX/EMAIL]

Exhibit B – Decisional-Unit Disclosure

Sources and References

• 29 U.S.C. § 626(f)
• 29 C.F.R. § 1625.22
• 29 C.F.R. § 1625.23
• 29 U.S.C. § 157
• McLaren Macomb, 372 NLRB No. 58
• 42 U.S.C. § 2000e-2
• 42 U.S.C. § 12112
• 29 U.S.C. § 2615
• 29 U.S.C. § 1161
• 29 U.S.C. § 1165
• Minn. Stat. § 181.13
• Minn. Stat. § 181.14
• Minn. Stat. § 363A.08
• Minn. Stat. § 363A.15
• Minn. Stat. § 325L.07
• 26 U.S.C. § 409A

End of Document