SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Minnesota – Single-Employee Termination)

[// GUIDANCE: This template is designed for an individual (not group) separation. For a “group termination” or “program” under the Older Workers Benefit Protection Act (OWBPA), use the 45-day consideration period and attach the required decisional-unit disclosure.]

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” – Twenty-one (21) calendar days from Employee’s receipt of this Agreement to consider and decide whether to sign.
“Severance Amount” – [DOLLAR AMOUNT] less required withholdings, payable per Section 3.1.

[// GUIDANCE: Add or delete defined terms as necessary.]

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. Accrued Wages & PTO: Employer will pay all earned wages and accrued, unused paid time off through the Separation Date on or before the next regular payday, consistent with Minn. Stat. requirements.
c. COBRA/State-Continuation: Employer will reimburse Employee for [NUMBER] months of COBRA premiums, provided Employee timely elects coverage.
d. Outplacement: Employer will provide outplacement assistance valued at [VALUE] for up to [DURATION].

3.2 Mutual Release of Claims
a. Employee Release: Subject to Section 3.3 (Excluded Claims), Employee irrevocably releases Employer and its affiliates from all Claims arising on or before the Effective Date, including but not limited to claims under:
• Title VII of the Civil Rights Act of 1964;
• Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”);
• Americans with Disabilities Act;
• Minnesota Human Rights Act;
• Minnesota Wage Payment and Collection statutes; and
• any other federal, state, or local law, regulation, or common-law theory.
b. Employer Release: Employer releases Employee from any and all Claims it may have against Employee arising out of the employment relationship or its termination, except for Claims based on fraud, embezzlement, or willful misconduct discovered after the Effective Date.

3.3 Excluded Claims
Nothing in this Agreement waives:
• Employee’s rights to vested benefits under an ERISA-covered plan;
• Claims that cannot be waived by private agreement (e.g., workers’ compensation or unemployment benefits, rights under the National Labor Relations Act, or Minnesota’s Whistleblower Act);
• Claims arising after the Effective Date;
• The right to file a charge with, or participate in an investigation by, a governmental agency (although Employee waives any monetary recovery other than a bounty or award that cannot legally 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. Employee may sign before the end of the Consideration Period, but not due to Employer’s pressure or promise of additional benefits.
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.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
a. Employee has not filed and will not file any Claim released herein, except to the extent permitted under Section 3.3.
b. Employee has returned (or will return by the Separation Date) all Employer property.
c. Employee has disclosed all known workplace injuries.

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 not use or disclose Confidential Information except as required by law.

5.2 Non-Disparagement
Neither party will make statements intended to disparage the other or its products, services, or reputation. This Section does not limit truthful testimony under subpoena.

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.

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. Specific Performance/Injunctive Relief (Limited): The parties acknowledge that monetary damages may be inadequate for breaches of Sections 5.1 or 5.2; therefore, either party may seek limited injunctive relief narrowly tailored to prevent future breaches.
b. Clawback: Upon Employee’s uncured breach, Employer may cease unpaid Severance Amounts and claw back severance already paid, up to the Severance Amount.
c. Attorney Fees: The prevailing party in any action to enforce this Agreement is entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

7.1 Mutual Indemnification (Release-Based)
a. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other from any Claim released by the Indemnifying Party that is filed contrary to this Agreement, except as permitted in Section 3.3.
b. Liability is capped at the Severance Amount.

7.2 Limitation of Liability
Except for intentional misconduct or breaches of Sections 5.1 or 5.2, the maximum aggregate liability of either party for Claims relating to this Agreement will not exceed the Severance Amount.

7.3 Force Majeure
Neither party will be liable for failure to perform caused by events beyond its reasonable control, provided such party gives prompt notice and uses commercially reasonable efforts to resume performance.

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 Selection
The parties consent to the exclusive jurisdiction of (i) the state courts of Minnesota sitting in [COUNTY], and (ii) the United States District Court for the District of Minnesota for any claim not subject to Section 8.3.

8.3 Arbitration [OPTIONAL – DELETE IF NOT USED]
a. Except for injunctive relief under Sections 6.3(a) or 8.4, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in Minneapolis, Minnesota under its Employment Arbitration Rules.
b. The arbitrator may award any remedy available at law or equity but may not award punitive damages absent statutory authorization.
c. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver [OPTIONAL]
To the extent permitted by law, each party knowingly and voluntarily waives any right to a jury trial in any action relating to this Agreement.

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, each of which is deemed an original, and by electronic signatures (including PDF or DocuSign®), which are deemed originals for all purposes.

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

[// GUIDANCE: Include only for “group termination” situations to comply with 29 U.S.C. § 626(f)(1)(H). Identify job titles and ages of employees selected/not selected for the program.]

[// GUIDANCE: Review Minnesota’s current statutory landscape (e.g., Minn. Stat. § 181.635 et seq. on payment of wages, Minn. Stat. § 181.03 whistleblower protections, and the 2023 prohibition on most non-compete agreements) to confirm no conflicting provisions. Remove or revise any clause that could be deemed a prohibited non-compete or overly broad confidentiality provision regarding sexual-harassment facts under applicable “Speak Out” laws.]

End of Document