SEVERANCE AND GENERAL RELEASE AGREEMENT

(Missouri – Compliant with Federal & State Employment Law)

[// GUIDANCE: This template is drafted to satisfy (i) the Older Workers Benefit Protection Act (“OWBPA”) requirements at 29 U.S.C. § 626(f); (ii) Missouri Human Rights Act considerations; and (iii) the metadata instructions provided. Bracketed items require user customization. Delete all guidance boxes before final execution.]

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

1.1 Title; Parties

This Severance and General Release Agreement (the “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], a [STATE] [entity type] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”), collectively, the “Parties.”

1.2 Recitals

A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide, and Employee desires to accept, certain severance benefits conditioned upon Employee’s execution of and compliance with this Agreement.
C. The Parties intend this Agreement to constitute a knowing and voluntary waiver and release of claims, including those arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), in conformity with the OWBPA, 29 U.S.C. § 626(f).

1.3 Effective Date

Provided Employee does not timely revoke this Agreement pursuant to Section 3.3(c), this Agreement becomes effective on the eighth (8th) calendar day after Employee signs it (the “Effective Date”).

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear in alphabetical order.

1. “Claims” – Any and all claims, demands, actions, causes of action, liabilities, damages, fees, costs, and expenses of every kind, whether known or unknown, suspected or unsuspected, fixed or contingent.
2. “COBRA” – The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
3. “Confidential Information” – All non-public information belonging to or regarding Employer, its parents, affiliates, subsidiaries, customers, or vendors, including trade secrets.
4. “Releasees” – Employer; its past, present, and future parents, subsidiaries, affiliates, predecessors, successors, and assigns; and each of their respective current and former officers, directors, employees, shareholders, insurers, benefit plans, fiduciaries, and agents.
5. “Severance Benefits” – The consideration described in Section 3.2, the total monetary value of which shall constitute the cap on Employer’s aggregate liability under this Agreement.
6. “Severance Payment Schedule” – The timing and manner of payment of the Severance Benefits as set forth in Section 3.4.

3. OPERATIVE PROVISIONS

3.1 Termination of Employment

(a) Employment Status. Employee’s employment with Employer ends on the Separation Date.
(b) Final Wages. Employer will pay Employee all wages earned through the Separation Date, less lawful withholdings, on the next regular payroll date following the Separation Date.

3.2 Severance Benefits

Subject to Employee’s timely execution (and non-revocation) of this Agreement and continued compliance herewith, Employer shall provide:

1. Cash Severance: A lump-sum payment of $[AMOUNT], less applicable deductions.
2. COBRA Subsidy: Employer-paid COBRA premiums for [NUMBER] months following the Separation Date or until Employee becomes eligible for other group health coverage, whichever occurs first.
3. Outplacement: Up to [NUMBER] months of outplacement services, not to exceed $[CAP] in the aggregate.
4. Any additional benefits: [DESCRIBE].

[// GUIDANCE: Ensure Severance Benefits constitute consideration in addition to anything Employee is already entitled to receive.]

3.3 OWBPA Compliance; Consideration & Revocation Periods

(a) Advice to Consult Counsel. Employer hereby advises Employee to consult with an attorney before signing this Agreement.
(b) Consideration Period. Employee has [21] calendar days to consider this Agreement before signing.
[// GUIDANCE: Replace “21” with “45” for group terminations of two (2) or more employees and attach the demographic disclosure required by 29 U.S.C. § 626(f)(1)(H).]
(c) Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice to [CONTACT INFORMATION]. If Employee revokes, this Agreement is null and void, and Employee forfeits the Severance Benefits.
(d) Voluntary & Knowing Waiver. Employee acknowledges (i) the right to take the full consideration period; (ii) the understanding of all terms; and (iii) that the waiver of ADEA claims is knowing and voluntary.

3.4 Payment Mechanics

(a) Timing. Employer shall commence payment of the Severance Benefits within [NUMBER] business days after the Effective Date as follows:
1. Cash Severance – via check or direct deposit under the Severance Payment Schedule.
2. COBRA Subsidy – paid directly to the plan administrator monthly.
(b) Tax Withholding. Employer will withhold applicable federal, state, and local taxes.
(c) Section 409A. Payments are intended to be exempt from or compliant with Internal Revenue Code § 409A.

3.5 Conditions Precedent

Employer’s obligations are conditioned upon (i) Employee’s return of all Employer Property under Section 5.3; and (ii) Employee’s continued compliance with Sections 5.1 and 5.2 (Confidentiality & Non-Disparagement).

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee has not filed or caused to be filed any complaints, claims, or actions against any Releasee, except as expressly disclosed in Schedule 1 (if any);
(b) Employee has not assigned or transferred any Claim released herein;
(c) Employee has full authority to enter into this Agreement.

4.2 Employer represents and warrants that it has obtained all corporate approvals necessary to execute and perform this Agreement.

4.3 Survival. The representations and warranties herein survive the Effective Date for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall maintain in strict confidence all Confidential Information and the terms of this Agreement, except as required by law or to Employee’s spouse, attorney, or tax advisor, each of whom must be informed of and agree to these confidentiality obligations.

5.2 Non-Disparagement

Employee shall not make any statement, written or oral, that reasonably could be expected to disparage or adversely affect the reputation of any Releasee. Nothing herein prohibits truthful statements required by law or legal process.

5.3 Return of Property

No later than the Effective Date, Employee shall return all Employer Property, including keys, devices, documents (paper and electronic), and Confidential Information.

5.4 Cooperation

Employee agrees to cooperate with Employer in any pending or future investigations, litigation, or administrative matters relating to events that occurred during Employee’s employment, provided Employer reimburses reasonable pre-approved expenses.

6. DEFAULT & REMEDIES

6.1 Events of Default
(a) Employee’s breach of any covenant in Section 5.
(b) Employer’s failure to pay Severance Benefits when due.

6.2 Notice & Cure
The non-breaching Party shall give written notice specifying the breach. The breaching Party has ten (10) calendar days to cure, if curable.

6.3 Remedies
(a) Employer may cease unpaid Severance Benefits and seek repayment of amounts previously paid, not to exceed the Severance Benefits.
(b) Either Party may seek specific performance or limited injunctive relief consistent with Section 8.4.
(c) Prevailing Party is entitled to reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

7. RISK ALLOCATION

7.1 Mutual Release of Claims

(a) Employee Release. In exchange for the Severance Benefits, Employee irrevocably releases all Releasees from any and all Claims up to the Effective Date, including but not limited to Claims under:
• Title VII of the Civil Rights Act of 1964
• ADA, ADEA (as modified by OWBPA), FMLA, ERISA (as to benefits), the Equal Pay Act
• Missouri Human Rights Act, the Missouri Service Letter Statute, and any other state or local law
• Contract, tort, and common-law theories.
Exclusions: Claims to enforce this Agreement, workers’ compensation benefits, unemployment benefits, and vested retirement benefits.

(b) Employer Release. Employer releases Employee from any and all Claims known to Employer as of the Effective Date arising out of Employee’s employment, excluding: (i) Claims based on fraud, embezzlement, or willful misconduct; and (ii) Claims to enforce this Agreement.

7.2 Limitation of Liability

Employer’s aggregate liability for any breach of this Agreement shall not exceed the gross amount of the Severance Benefits. Neither Party shall be liable for incidental, consequential, or punitive damages except for willful misconduct or as expressly provided herein.

7.3 Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party against any third-party Claims arising from the breach of its representations, warranties, or covenants herein, subject to the liability cap in Section 7.2.

7.4 Force Majeure

Neither Party is liable for failure or delay in performance due to events beyond reasonable control, including natural disasters, acts of war, or governmental actions, provided the affected Party promptly notifies the other.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement is governed by (i) applicable federal employment law; and (ii) the laws of the State of Missouri, without giving effect to conflicts-of-law rules.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Missouri for any action arising out of or relating to this Agreement.

8.3 Arbitration (Optional)

At Employer’s election, any dispute (other than claims for limited injunctive relief under Section 8.4) shall be finally resolved by confidential arbitration administered by [ARBITRATION ORGANIZATION] under its Employment Arbitration Rules in [CITY, STATE]. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete or modify Section 8.3 if arbitration is not desired.]

8.4 Limited Injunctive Relief

Notwithstanding any arbitration provision, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction solely to enforce the confidentiality or non-disparagement covenants, provided that any such relief is narrowly tailored and does not exceed what is necessary to prevent irreparable harm.

8.5 Jury Trial Waiver (Optional)

To the fullest extent permitted by law, each Party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising under this Agreement.

[// GUIDANCE: Delete Section 8.5 if jury waiver is not desired or enforceable.]

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any other occasion.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign to a successor in interest.

9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability & Reformation. If any provision is held invalid, the remaining provisions remain in full force. A court may modify an unenforceable provision to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement. This Agreement constitutes the entire understanding of the Parties and supersedes all prior agreements relating to the subject matter.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by facsimile, PDF, or electronic signature tool have the same legal effect as original signatures.

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

9.8 Notice. Any notice must be in writing and delivered to the addresses set forth below (or such other address designated in writing) by (i) personal delivery, (ii) certified mail (return receipt requested), or (iii) recognized overnight courier.

[EMPLOYER NOTICE ADDRESS]
[EMPLOYEE NOTICE ADDRESS]

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – include if required under internal policy or for additional enforceability]

[// GUIDANCE:
1. Review for compliance with any company-specific severance policies.
2. Confirm that the Severance Benefits are adequate consideration, especially for OWBPA compliance.
3. Provide the OWBPA demographic disclosure if part of a “group termination.”
4. Delete guidance notes and verify all placeholders before issuing to client or employee.]