Severance Agreement - Mississippi

SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Mississippi – Single Employee Separation)

TABLE OF CONTENTS

1. Document Header..............................................2
2. Definitions..................................................3

3. Operative Provisions.........................................4
   3.1 Separation of Employment................................4
   3.2 Severance Consideration & Benefits......................4
   3.3 Taxes; IRC § 409A Compliance............................5

4. Mutual Release of Claims.....................................6

5. ADEA/OWBPA Waiver & Statutory Disclosures....................7
6. Covenants & Restrictions.....................................8
7. Default & Remedies...........................................9
8. Risk Allocation.............................................10
9. Dispute Resolution..........................................11
10. General Provisions.........................................12
11. Execution Block............................................14

(Page numbers will auto-adjust when finalized.)

1. DOCUMENT HEADER

This Severance and Mutual Release Agreement (the “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (the “Company”); and
• [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Collectively referred to as the “Parties” and individually as a “Party.”

Recitals

A. Employee’s employment with the Company will terminate effective [SEPARATION DATE] (the “Separation Date”).
B. The Parties desire to resolve fully and finally any and all matters between them, including any potential disputes arising out of or related to Employee’s employment or separation.
C. In consideration of the mutual promises and covenants herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows.

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Affiliate” – Any entity controlling, controlled by, or under common control with the Company.

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

“Claims” – All actions, causes of action, complaints, charges, grievances, suits, debts, sums of money, contracts, agreements, promises, damages, judgments, demands, and liabilities of whatsoever kind.

“Confidential Information” – All proprietary or non-public information concerning the Company or its Affiliates, whether written, oral, or electronic.

“Released Parties” – The Company, its Affiliates, predecessors, successors, assigns, and each of their past and present officers, directors, managers, employees, agents, insurers, and benefit plans (and fiduciaries thereof).

“Severance Benefits” – The payments and benefits described in Section 3.2.

3. OPERATIVE PROVISIONS

3.1 Separation of Employment

(a) Employment Termination. Employee’s employment terminates on the Separation Date.
(b) Final Wages. Mississippi does not impose a generally applicable termination-day or 15-day final-pay deadline on all private employers. Miss. Code Ann. § 71-1-35 is a narrower pay-frequency rule for manufacturers employing at least 50 employees and for public-service corporations, and it excludes bona fide executive, administrative, and professional employees. Company will pay wages earned through the Separation Date on [PAY DATE], selected after review of the established payroll schedule, any applicable contract or policy, § 71-1-35 where applicable, and federal law.

(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 Consideration & Benefits

Subject to Employee’s timely execution and non-revocation of this Agreement, the Company shall provide the following Severance Benefits:

1. Cash Severance. A lump-sum payment of $[SEVERANCE_AMOUNT] (the “Cash Severance”), less applicable withholdings, payable on the first payroll date following the Revocation Period (defined in § 5.4).
2. COBRA Contribution. Payment of the employer-portion of COBRA premiums for Employee’s medical, dental, and vision coverage for [NUMBER] months following the Separation Date, or until Employee becomes eligible for other group coverage, whichever occurs first.
3. Outplacement Services. Up to $[DOLLAR AMOUNT] in outplacement assistance to be used within [NUMBER] months.
4. Other Consideration. [DESCRIBE ANY ADDITIONAL BENEFIT OR INSERT “None.”]
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 Taxes; IRC § 409A Compliance

(a) Withholding. The Company shall withhold all required federal, state, and local taxes.
(b) Section 409A. The Parties intend that all payments comply with or be exempt from Internal Revenue Code § 409A and the regulations thereunder. Each payment under this Agreement shall be treated as a separate payment for 409A purposes.

4. MUTUAL RELEASE OF CLAIMS

4.1 Employee Release

(a) Subject to the carve-outs in § 4.3, Employee irrevocably and unconditionally releases and forever discharges the Released Parties from any and all Claims, whether known or unknown, suspected or unsuspected, based on acts occurring on or before the date Employee signs this Agreement, including but not limited to those under:

• Title VII of the Civil Rights Act;
• the ADEA (see § 5);
• the Americans with Disabilities Act;
• the Family and Medical Leave Act;
• the Fair Labor Standards Act;
• the Mississippi Equal Pay for Equal Work Act, Miss. Code Ann. § 71-17-5; and
• other lawfully waivable federal, Mississippi, local, contract, tort, or common-law Claims.

(b) The foregoing release includes Claims for attorneys’ fees and costs.

4.2 Company Release

The Company releases and discharges Employee from any and all Claims the Company may have based on acts occurring on or before the date Employee signs this Agreement, excluding (i) Claims based on Employee’s fraud, embezzlement, or willful misconduct, and (ii) Claims to enforce this Agreement.

4.3 Carve-Outs

Nothing in this Agreement limits either Party’s right to:

1. Enforce this Agreement;
2. Obtain unemployment or workers’ compensation benefits;
3. File a charge, communicate with, or participate in an investigation or proceeding before the EEOC, NLRB, or another governmental agency;
4. Receive wages, vested benefits, policy or plan benefits already due, or other amounts already owed;
5. Assert Claims arising after Employee signs; or
6. Exercise rights that cannot lawfully be waived, including agency-enforcement rights.

5. ADEA/OWBPA WAIVER & STATUTORY DISCLOSURES

5.1 Knowing and Voluntary Waiver

This Agreement is intended to be a knowing and voluntary waiver of Employee’s rights under the ADEA in compliance with 29 U.S.C. § 626(f).

5.2 Written, Understandable Language

Employee acknowledges that this Agreement is written in plain language and that Employee fully understands its terms.

5.3 Consultation with Counsel

Employee is hereby advised in writing to consult with an attorney prior to executing this Agreement.

5.4 Consideration and Revocation Periods

(a) Consideration Period. Employee has [21] days ([45] days if part of a group termination; select one) to consider this Agreement. Employee may sign sooner but is not required to do so.
(b) Revocation Period. Employee may revoke this Agreement within 7 days after signing by delivering written notice to [COMPANY CONTACT]. This Agreement becomes effective on the eighth day after Employee signs absent revocation (the “Revocation Period”).

(c) 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.

(d) 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.

(e) Future Claims and Waiver Challenge. No right or Claim arising after Employee signs is waived. 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.

5.5 Material Inducement

Employee acknowledges that the additional Severance Benefits identified in Section 3.2 constitute consideration to which Employee is not otherwise entitled.

6. COVENANTS & RESTRICTIONS

6.1 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.

6.2 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.

6.3 Return of Property

Employee certifies that, by the Separation Date, all Company property—including documents, files, electronic records, keys, equipment, and intellectual property—has been returned or permanently deleted.

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

7. DEFAULT & REMEDIES

7.1 Events of Default

(a) Employee’s breach of §§ 6.1–6.3 or material misrepresentation herein.
(b) Company’s failure to provide Severance Benefits within ten (10) days after written notice and opportunity to cure.

7.2 Notice & Cure

The non-breaching Party must give written notice describing the default and allow ten (10) days to cure before exercising remedies.

7.3 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.

8. RISK ALLOCATION

8.1 Mutual Release of Liability

See Section 4.

8.2 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 or NLRB. 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.

8.3 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.

9. DISPUTE RESOLUTION

9.1 Governing Law

This Agreement, and any dispute arising hereunder, shall be governed by the laws of the State of Mississippi and applicable federal employment statutes, without regard to conflict-of-laws principles.

9.2 Forum

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

9.3 Arbitration

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

9.4 Jury Trial

No predispute jury waiver is included in this template.

10. GENERAL PROVISIONS

10.1 Amendment & Waiver. No amendment or waiver of any term shall be effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver on any other occasion.

10.2 Assignment. Employee may not assign this Agreement. The Company may assign to a successor in interest. This Agreement inures to the benefit of the Parties’ respective successors and permitted assigns.

10.3 Severability & Reformation. If any provision is held invalid, the remainder shall be enforced to the maximum extent permissible, and the invalid provision reformed to reflect the Parties’ intent.

10.4 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, oral or written, concerning the same.

10.5 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts. The Parties may use an agreed electronic-signature method subject to applicable law and counsel review.

10.6 No Admission. This Agreement does not constitute an admission of liability or wrongdoing by either Party.

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

10.8 Notices. All notices must be in writing and delivered by (i) certified U.S. mail, return receipt requested, (ii) nationally recognized overnight courier, or (iii) email with confirmed receipt, to the addresses set forth below or any updated address provided pursuant to this section.

Company Notice Address:
[NAME & TITLE]
[STREET]
[CITY, STATE ZIP]
Email: [EMAIL]

Employee Notice Address:
[EMPLOYEE NAME]
[STREET]
[CITY, STATE ZIP]
Email: [EMAIL]

11. EXECUTION BLOCK

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

[Notary block required? ☐ Yes (attach standard MS acknowledgment) ☐ No]

End of Document

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
• Miss. Code Ann. § 71-1-35 (2025 compiled text)
• Mississippi H.B. 770 (2022), signed equal-pay enactment
• Miss. Code Ann. § 71-17-5 (2025 compiled text)
• 26 U.S.C. § 409A