SEVERANCE AND GENERAL RELEASE AGREEMENT

[North Dakota]

TABLE OF CONTENTS

I. Document Header........................................................... 2
II. Definitions............................................................... 3
III. Operative Provisions...................................................... 5
IV. Representations & Warranties.............................................. 7
V. Covenants & Restrictions.................................................. 8
VI. Default & Remedies........................................................ 10
VII. Risk Allocation........................................................... 11
VIII. Dispute Resolution....................................................... 13
IX. General Provisions........................................................ 15
X. Execution Block........................................................... 17

[Page numbers are for drafting convenience only and should be updated prior to finalization.]

I. DOCUMENT HEADER

1. Parties.
   This Severance and General Release Agreement (the “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”) (each a “Party,” and collectively the “Parties”).

2. Effective Date.
   The “Effective Date” of this Agreement shall be the eighth (8th) calendar day after Employee signs this Agreement, provided Employee has not exercised the revocation right described in Section III.5.

3. Purpose and Consideration.
   Employer wishes to provide Employee with certain severance benefits in exchange for the releases, covenants, and agreements set forth herein. Employee acknowledges that such benefits constitute adequate and valuable consideration to which Employee is not otherwise entitled.

4. Governing Law and Jurisdiction.
   This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of North Dakota, without regard to its conflict-of-laws rules, except as pre-empted by federal law.

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear in alphabetical order and are cross-referenced throughout this Agreement.

1. ADEA means the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).
2. Agreement has the meaning set forth in the Document Header.
3. Claims means any and all claims, demands, causes of action, complaints, suits, liabilities, debts, obligations, damages, or expenses of any kind, whether known or unknown, suspected or unsuspected, vested or contingent, that Employee ever had, now has, or may in the future have against Employer or Employer ever had, now has, or may in the future have against Employee, arising on or before the Effective Date.
4. COBRA means the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at 29 U.S.C. § 1161–1169.
5. Confidential Information means all non-public information of or about Employer, its Affiliates, clients, or customers, in any form, whether oral, written, electronic, or otherwise, including trade secrets as defined under applicable law.
6. Decisional Unit has the meaning set forth in 29 C.F.R. § 1625.22(f)(3) and applies only if a “group termination” or “program” is involved.
7. Employee Group Release Package means the disclosures required by 29 C.F.R. § 1625.22(f)(1)(iii) for group terminations, if applicable.
8. Employer has the meaning set forth in the Document Header.
9. Severance Amount means the gross amount of severance pay identified in Section III.2(a).
10. Severance Period means the period starting on the Effective Date and continuing through the final installment of the Severance Amount.

III. OPERATIVE PROVISIONS

1. Separation from Employment.
   a. Employee’s employment with Employer terminated effective [TERMINATION DATE] (“Separation Date”).
   b. Employee acknowledges receipt of all wages, salary, accrued but unused vacation, and other compensation earned through the Separation Date, except as expressly provided in this Agreement.

2. Severance Benefits. Employer shall provide Employee the following, subject to Section III.3:
   a. Severance Pay. A total gross sum of [${AMOUNT}] (“Severance Amount”), less payroll deductions and required withholdings, paid in [lump sum / equal installments] over [NUMBER] weeks following the Effective Date.
   b. COBRA Subsidy. Employer will pay [100 % / __ %] of Employee’s monthly COBRA premium for [NUMBER] months following the Separation Date.
   c. Outplacement Assistance (Optional). [DESCRIPTION OR “None”].

[// GUIDANCE: Align Severance Amount with “Liability Caps” metadata—no greater liability shall exceed this figure; see Section VII.2.]

3. Conditions Precedent. Employer’s obligation to provide the Severance Benefits is contingent upon:
   a. Employee’s timely execution and non-revocation of this Agreement;
   b. Employee’s continued compliance with Sections V and VI; and
   c. Employee’s return of all Employer property per Section V.4.

4. Consideration Period and Consultation Rights.
   a. Employee is hereby advised to consult with an attorney of Employee’s choosing before signing.
   b. Employee has [“21 days” for individual releases / “45 days” for group program] from the date of receipt of this Agreement to consider its terms (the “Consideration Period”).
   c. If this is a group termination, Employer shall provide the Employee Group Release Package contemporaneously with this Agreement.

5. Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing by delivering written notice of revocation to [CONTACT NAME & ADDRESS]. This Agreement shall not become effective until the Revocation Period expires without timely revocation.

6. Tax Withholding. The Severance Amount will be reported on [Form W-2 / Form 1099], consistent with applicable law. Employee is responsible for all taxes due beyond withholdings made by Employer.

7. Section 409A Compliance. The Parties intend that payments under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code. This Agreement shall be interpreted consistently with such intent.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents and warrants that it has full authority to enter into and perform its obligations under this Agreement.

2. Employee Representations. Employee represents, warrants, and covenants that:
   a. Employee has not filed or caused to be filed any Claim released herein (other than non-waivable charges);
   b. Employee is not relying on any statement or representation not contained in this Agreement;
   c. Employee has not assigned or transferred any Claim released herein; and
   d. Employee enters into this Agreement knowingly, voluntarily, and free from duress or undue influence.

3. Survival. The representations and warranties in this Section shall survive the Effective Date for the applicable statute-of-limitations period.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Employee shall keep the terms of this Agreement and all Confidential Information strictly confidential, except disclosure to Employee’s spouse, attorney, tax advisor, or as required by law.

2. Non-Disparagement. Employee shall not make any statement, oral or written, that disparages Employer or its Affiliates. Nothing herein shall prohibit truthful testimony or statements compelled by law.

3. Cooperation. Employee shall reasonably cooperate with Employer in any investigation, litigation, or administrative proceeding relating to matters that arose during Employee’s employment.

4. Return of Property. No later than the Separation Date (or such later date allowed by Employer in writing), Employee shall return all Employer property, including documents and electronic data.

5. Restrictive Covenants Incorporated. Any confidentiality, non-solicitation, or non-competition covenants previously executed by Employee remain in full force and effect and are incorporated herein by reference.

6. Notice and Cure. Before alleging any breach of this Section V, the complaining Party shall provide written notice specifying the alleged breach and allow ten (10) calendar days to cure.

VI. DEFAULT & REMEDIES

1. Events of Default. Any of the following constitutes a default under this Agreement:
   a. Material breach of Sections V.1–V.4;
   b. Failure of Employer to timely pay the Severance Amount; or
   c. Any misrepresentation in Section IV.2.

2. Cure Period. The non-defaulting Party shall provide written notice and a fifteen (15) day opportunity to cure prior to pursuing remedies, except that breaches of confidentiality or restrictive covenants may be pursued immediately for injunctive relief subject to Section VIII.4.

3. Remedies.
   a. Employer Remedies. Upon Employee’s uncured default, Employer may suspend unpaid Severance Benefits, seek repayment of Severance Benefits already paid (subject to Section VII.2), and pursue equitable or legal relief.
   b. Employee Remedies. Upon Employer’s uncured default, Employee may pursue payment of unpaid Severance Benefits and reasonable attorney fees as set forth in Section VI.4.

4. Attorney Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorney fees and costs.

VII. RISK ALLOCATION

1. Mutual General Release.
   a. Employee Release. In exchange for the Severance Benefits, Employee irrevocably and unconditionally releases Employer, its Affiliates, and their respective officers, directors, employees, and agents from all Claims, including but not limited to those arising under federal, state, or local employment laws, the ADEA, the North Dakota Human Rights Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act, the ADA, and any common-law theories, up to the Effective Date.
   i. ADEA Compliance. Employee specifically acknowledges that this release of ADEA Claims is knowing and voluntary in accordance with 29 U.S.C. § 626(f).
   b. Employer Release. In consideration of the promises herein, Employer releases Employee from any Claims it may have against Employee arising on or before the Effective Date, excluding Claims based on fraud, embezzlement, or willful misconduct.
   c. Carve-Outs. Nothing in this Section prevents either Party from (i) enforcing this Agreement; (ii) seeking unemployment benefits, workers’ compensation, or vested ERISA benefits; (iii) filing a charge with, or participating in an investigation by, the EEOC, the North Dakota Department of Labor and Human Rights, or other governmental agency (though any monetary recovery is waived); or (iv) asserting rights that cannot be waived by law.

2. Limitation of Liability. Except for breaches involving fraud, intentional misconduct, or claims not subject to waiver by law, each Party’s aggregate liability arising out of or related to this Agreement shall not exceed the Severance Amount.

3. Indemnification by Employee. Employee shall indemnify and hold harmless Employer from any additional tax liability, penalty, or interest imposed on Employer due to Employee’s failure to pay taxes on the Severance Benefits.

4. Force Majeure. Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. See Section I.4.

2. Forum Selection. Any action arising under this Agreement shall be brought exclusively in (i) the state courts of North Dakota located in [COUNTY], or (ii) the United States District Court for the District of North Dakota, unless the Arbitration Provision (Section VIII.3) is invoked.

3. Arbitration (Optional).
   a. Election. If the Parties initial below, any dispute shall be resolved by binding arbitration in [CITY], North Dakota under the Employment Arbitration Rules of the American Arbitration Association.
   • Employer Initials: _ • Employee Initials: _
   b. Arbitrator’s Authority. The arbitrator may award all remedies available under law, except punitive damages unless statutorily authorized.
   c. Costs. Employer shall bear the forum costs; each Party bears its own attorney fees unless otherwise awarded under Section VI.4.

4. Injunctive Relief (Limited). Notwithstanding Section VIII.3, either Party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction solely to enforce Sections V.1–V.3, with any such relief narrowly tailored and without prejudice to the merits of arbitration.

5. Jury Waiver (Optional). IF ARBITRATION IS NOT ELECTED, THE PARTIES MAY AGREE TO WAIVE TRIAL BY JURY. To effectuate such waiver, each Party shall initial here:
   • Employer Initials: _ • Employee Initials: _

IX. GENERAL PROVISIONS

1. Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

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

3. Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

4. Severability; Reformation. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to best accomplish its intended purpose within legal limits.

5. Integration. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, or representations, whether oral or written.

6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via electronic signature), each of which is deemed an original and all of which constitute one instrument.

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

X. EXECUTION BLOCK

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

[Optional Notary Acknowledgment, if required by Employer policy.]

[// GUIDANCE:
1. Confirm compliance with North Dakota Century Code wage-payment timing if any wages remain outstanding.
2. For group layoffs, insert the Decisional Unit disclosures as an attachment.
3. Consider adding a clause addressing re-employment eligibility, if relevant.
4. Verify that restrictive covenants in Section V are consistent with current ND law limiting non-competition agreements.
5. Update all bracketed placeholders before presenting to client for signature.]