SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Mississippi – Court-Ready Template)

[// GUIDANCE: Replace all bracketed, ALL-CAPS placeholders before execution. Delete GUIDANCE comments in the final signed document.]

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. On or before the next regular payroll date following the Separation Date, the Company will pay all earned but unpaid wages and accrued, unused vacation consistent with Miss. Code Ann. § 71-1-5 and applicable Company policy.

3.2 Severance Consideration & Benefits

Subject to Employee’s (i) timely execution and non-revocation of this Agreement and (ii) continued compliance with its terms, 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.”]

[// GUIDANCE: Adjust payment structure if installments are preferred. For installment payments, add acceleration language upon breach.]

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, arising on or before the Effective Date, 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,
• Mississippi’s anti-discrimination, wage-payment, and common-law doctrines.

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

4.2 Company Release

The Company, on behalf of itself and the Released Parties, releases and discharges Employee from any and all Claims it may have arising on or before the Effective Date, 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 or participate in an investigation before the EEOC, NLRB, or similar agency (though Employee waives the right to personal monetary recovery);
4. Indemnification or defense under any directors’ and officers’ liability policy or governing corporate documents.

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”).

5.5 Material Inducement

Employee acknowledges that the Severance Benefits constitute consideration to which Employee is not otherwise entitled and are a material inducement for this waiver.

6. COVENANTS & RESTRICTIONS

6.1 Confidentiality

Employee shall keep the terms of this Agreement and all Confidential Information strictly confidential, except as required by law or to immediate family, legal, or tax advisors who must be bound by similar confidentiality obligations.

6.2 Non-Disparagement

Employee shall not make statements, publicly or privately, that disparage or harm the reputation of the Company or its Affiliates. The Company shall instruct its executive team not to disparage Employee.

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.

[// GUIDANCE: Insert optional non-solicitation or non-competition clauses only if permissible under MS law and supported by additional consideration.]

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) Equitable Relief (Limited). The Parties agree that breach of §§ 6.1–6.3 may cause irreparable harm. A court may issue injunctive relief limited to enforcement of those sections; monetary damages remain capped under § 8.2.
(b) Clawback. Upon Employee’s uncured material breach, the Company may cease unpaid Severance Benefits and claw back Severance Benefits already paid, subject to § 8.2.
(c) Fee-Shifting. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Mutual Release of Liability

See Section 4.

8.2 Limitation of Liability

Except for (i) claims based on fraud, embezzlement, or criminal conduct, or (ii) each Party’s indemnification obligations under corporate bylaws or director & officer insurance, the total aggregate liability of either Party arising out of or related to this Agreement shall not exceed the Cash Severance amount.

8.3 Force Majeure

Neither Party shall be liable for non-performance caused by events beyond its reasonable control, including natural disasters, acts of terror, war, or governmental action, provided the affected Party provides prompt notice and resumes performance as soon as practicable.

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 Selection / Jurisdiction

Subject to § 9.3, the Parties consent to the exclusive jurisdiction of the state or federal courts located in [COUNTY], Mississippi.

9.3 Arbitration (Optional)

[ ] Checked if Applicable – Except for actions seeking limited injunctive relief under § 7.3(a), any dispute shall be resolved by final, binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules, with the arbitral seat in [CITY], Mississippi. Judgment on the award may be entered in any court of competent jurisdiction.

9.4 Jury Trial Waiver (Optional)

[ ] Checked if Applicable – Each Party irrevocably waives the right to a trial by jury in any action arising out of this Agreement.

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, each of which is deemed an original, and all together one instrument. Signatures delivered via facsimile, PDF, or verified e-signature platform are binding.

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]

[// GUIDANCE:
1. Obtain Board or managerial authorization if corporate bylaws require.
2. Verify compliance with WARN if terminations trigger thresholds.
3. Update COBRA premium amounts and duration as negotiated.
4. For group terminations, attach the OWBPA “Decisional Unit” disclosure.
5. Retain executed original for at least six (6) years for potential EEOC audits.]

End of Document