Severance Agreement - Missouri

SEVERANCE AND GENERAL RELEASE AGREEMENT

(Missouri – Single Employee Separation)

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 additional consideration described in Section 3.2.
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. If Employer discharges Employee, RSMo § 290.110 makes unpaid wages earned at the contract rate due and payable on the day of discharge, without abatement or deduction. To invoke the statute’s continuing-wage penalty, Employee must make the written request described in § 290.110; if payment or a valid check does not reach the designated station or office within seven days, wages may continue from discharge until paid, capped at 60 days. The statute contains an exception for certain primarily commission-paid employees whose duties require a customary or necessary audit. If Employee quits or the separation is otherwise outside § 290.110, counsel must identify the governing contract, policy, wage-payment rule, and due date here: [________________________________].

(c) Policy and Plan Benefits. Vacation, PTO, bonuses, expenses, and other plan or policy benefits will be handled under the governing written terms and applicable law. Employee identifies any known unpaid-compensation or benefit issue here: [________________________________].

3.2 Severance Benefits

Subject to Employee’s timely execution and non-revocation of this Agreement, 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].
5. Additional Consideration: Only benefits in excess of wages, vested benefits, policy or plan benefits already due, and other amounts already owed constitute consideration for the release.

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.

(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.
(e) Future Claims. No right or Claim arising after Employee signs is waived.
(f) Group Program. If this 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.
(g) Final Offer. 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.
(h) Waiver Challenge. 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.

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 severance obligations are conditioned on timely execution and non-revocation. Wages, vested benefits, policy or plan benefits already due, and other amounts already owed are not conditioned on signing, returning property, or compliance with another covenant.

3.6 Missouri Service Letter

RSMo § 290.140 applies only to an employee of a corporation doing business in Missouri that employs seven or more employees, after at least 90 days of service. A covered former employee may request a service letter within one year after discharge or voluntary quit by certified mail to the superintendent, manager, or registered agent with specific reference to the statute; the superintendent or manager then has 45 days after receipt to issue the signed letter described in the statute. This Agreement does not waive or substitute for a valid statutory request. Applicability and request status: [________________________________].

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee identifies any pending lawsuit, arbitration, charge, or complaint against a Releasee here: [________________________________]. This disclosure does not restrict protected agency communication or participation;
(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 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 Party’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

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

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

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 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.

7. RISK ALLOCATION

7.1 Mutual Release of Claims

(a) Employee Release. In exchange for additional consideration, Employee releases Releasees 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 ADA, ADEA, FMLA, RSMo §§ 213.055 and 213.070, the Missouri service-letter statute, and other federal, Missouri, local, contract, tort, or common law.

Exclusions include Claims arising after Employee signs; rights to enforce this Agreement; wages due under RSMo § 290.110; a valid service-letter request under RSMo § 290.140; workers’ compensation or unemployment rights; vested benefits; government communication, charge-filing, participation, and agency-enforcement rights; and rights that cannot lawfully be waived.

(b) Employer Release. Employer releases Employee from Claims known to Employer as of the date Employee signs this Agreement arising out of Employee’s employment, excluding Claims based on fraud, embezzlement, willful misconduct, or breach of this Agreement.

7.2 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 Missouri Commission on 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.

7.3 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.

7.4 No Admission

This Agreement is not an admission of liability or wrongdoing by either Party.

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

An action concerning this Agreement may be filed in a Missouri 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 Protected Rights

Nothing in this Section restricts agency access, protected communications, or claims and remedies that cannot be waived privately.

8.5 Jury Trial

No predispute jury waiver is included in this template.

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]

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
• RSMo § 290.110
• RSMo § 213.055
• RSMo § 213.070
• RSMo § 290.140
• RSMo § 432.230
• 26 U.S.C. § 409A