SEVERANCE AND RELEASE AGREEMENT
(Nebraska – Single Employee Termination)
[// GUIDANCE: This template is drafted to comply with federal employment law (including the ADEA/OWBPA) and generally-applicable Nebraska contract principles. It includes bracketed variables for rapid customization and strategic comments for counsel review. Remove all bracketed guidance prior to final execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Severance and Release Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC/etc.] (“Employer”), and [EMPLOYEE FULL LEGAL NAME] (“Employee”) (collectively, the “Parties,” and each a “Party”).
Recitals
A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee, and Employee desires to accept, certain severance benefits conditioned upon Employee’s execution of, non-revocation of, and continued compliance with this Agreement.
C. The Parties wish to mutually settle, fully and finally, any and all disputes between them, subject to the terms herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in quotation marks throughout this Agreement.
“Agreement” has the meaning set forth in the preamble.
“ADEA” means the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.
“Confidential Information” means all trade secrets and proprietary or confidential data or information of Employer, whether written, oral, electronic, or in any other form, including without limitation customer lists, pricing, marketing strategies, and product development information.
“Consideration Period” has the meaning set forth in Section 3.4(a).
“Covered Claims” has the meaning set forth in Section 3.2(a).
“Effective Date” has the meaning set forth in the Document Header.
“Employee” has the meaning set forth in the preamble.
“Employer” has the meaning set forth in the preamble.
“Parties” and “Party” have the meanings set forth in the preamble.
“Revocation Period” has the meaning set forth in Section 3.4(c).
“Severance Benefits” has the meaning set forth in Section 3.1.
“Separation Date” has the meaning set forth in the Recitals.
[// GUIDANCE: Add, remove, or refine defined terms as necessary for the transaction.]
3. OPERATIVE PROVISIONS
3.1 Severance Benefits
Subject to Employee’s execution of this Agreement on or after the Separation Date, the expiration of the Revocation Period without revocation, and continued compliance with this Agreement, Employer shall provide the following (collectively, the “Severance Benefits”):
a. Cash Severance: Lump-sum payment of [SEVERANCE AMOUNT] (the “Severance Payment”), less applicable withholdings, payable on the first regular payroll date following the expiration of the Revocation Period.
b. COBRA Subsidy: Employer will pay [X]% of the COBRA premium for Employee’s existing group health coverage for [NUMBER] months following the Separation Date, or until Employee becomes eligible for other group health coverage, whichever occurs first.
c. Outplacement Services: Employer shall provide up to [DOLLAR AMOUNT] of professional outplacement services, to be completed within [NUMBER] months following the Separation Date.
[// GUIDANCE: Ensure Severance Benefits constitute “consideration” that is in addition to anything to which Employee is already entitled, as required under 29 U.S.C. § 626(f)(1)(D).]
3.2 Mutual Release and Waiver of Claims
a. Employee Release. In exchange for the Severance Benefits, Employee knowingly and voluntarily releases and forever discharges Employer, its parents, subsidiaries, affiliates, predecessors, successors, assigns, and the past and present directors, officers, employees, and agents of each (collectively, the “Released Parties”) from any and all claims, causes of action, and liabilities, whether known or unknown, suspected or unsuspected, arising at any time prior to execution of this Agreement (“Covered Claims”). Covered Claims include, but are not limited to, claims under:
i. Title VII of the Civil Rights Act of 1964;
ii. the Americans with Disabilities Act;
iii. the ADEA and the Older Workers Benefit Protection Act, as amended (collectively, “OWBPA”);
iv. the Family and Medical Leave Act;
v. the Nebraska Fair Employment Practice Act; and
vi. any other federal, state, or local statute, regulation, or public policy, as well as common-law claims in contract or tort.
Employee does NOT release (1) claims arising after the Effective Date, (2) claims for workers’ compensation benefits, unemployment benefits, or vested retirement benefits, (3) rights to enforce this Agreement, or (4) any non-waivable statutory rights.
b. Employer Release. In exchange for Employee’s promises herein, Employer releases Employee and Employee’s heirs and assigns from any and all claims, causes of action, and liabilities of which Employer has actual knowledge as of the Effective Date, except for (i) claims arising from Employee’s intentional misconduct or fraud, (ii) claims to enforce this Agreement, or (iii) any claims that cannot be waived as a matter of law.
3.3 No Admissions
Nothing in this Agreement shall be construed as an admission by either Party of any wrongdoing, liability, or violation of law.
3.4 ADEA/OWBPA Compliance
a. Consideration Period. Employee acknowledges being advised in writing to consult an attorney prior to executing this Agreement and is granted [“21” OR “45”] calendar days from the date of receipt of this Agreement to review and consider its terms (the “Consideration Period”), pursuant to 29 U.S.C. § 626(f)(1)(F).
b. Knowing and Voluntary Waiver. Employee warrants that any decision to sign this Agreement before the end of the Consideration Period is knowing and voluntary and was not induced by Employer through fraud, misrepresentation, or a threat to withdraw or alter the offer contained herein.
c. Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after it is executed (the “Revocation Period”) by delivering written notice of revocation to [EMPLOYER CONTACT & ADDRESS]. This Agreement shall not become effective or enforceable until the Revocation Period expires without revocation.
d. Specific Reference to ADEA. Employee expressly acknowledges that this Agreement includes a waiver of ADEA claims in compliance with 29 U.S.C. § 626(f).
3.5 Conditions Precedent; Taxes
a. Condition Precedent. Employer’s obligation to provide the Severance Benefits shall be conditioned on Employee’s compliance with Sections 3, 5, and 7.
b. Taxes. Employee shall be solely responsible for any tax consequences arising from the Severance Benefits, except that Employer shall withhold amounts as required by law.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations. Each Party represents and warrants that:
a. it has full legal authority and capacity to enter into and be bound by this Agreement;
b. the execution and performance of this Agreement do not violate any other agreement by which it is bound; and
c. it has had an opportunity to consult with legal counsel of its choosing.
4.2 Employee Acknowledgments. Employee further represents that:
a. Employee has returned (or will return within [NUMBER] days) all Employer property;
b. Employee has not filed or caused to be filed any civil or administrative claim against Employer except as disclosed in writing to Employer; and
c. Employee is not entitled to any additional compensation or benefits from Employer other than those expressly provided in this Agreement.
4.3 Survival. The representations and warranties shall survive the execution of this Agreement and the payment of Severance Benefits.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality of Employer Information. Employee shall not disclose or use any Confidential Information except as required by law or with Employer’s prior written consent.
5.2 Non-Disparagement. Each Party agrees not to make any false, disparaging, or derogatory statements concerning the other Party or its officers, directors, employees, or services.
5.3 Cooperation. Employee agrees to reasonably cooperate with Employer in any pending or future investigations, litigation, or administrative proceedings relating to matters of which Employee has knowledge. Employer shall reimburse reasonable out-of-pocket expenses incurred in providing such cooperation.
5.4 Compliance Monitoring. Employee shall promptly notify Employer in writing of any subpoena or court order that would require disclosure of Confidential Information.
6. DEFAULT & REMEDIES
6.1 Events of Default. A Party shall be in default if it materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after written notice specifying the breach.
6.2 Remedies. In the event of default:
a. Employer may suspend or terminate any unpaid portion of the Severance Benefits;
b. Either Party may seek specific performance or injunctive relief (subject to Section 8.4); and
c. The non-breaching Party shall be entitled to recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
6.3 Limitations. Except for injunctive relief to protect Confidential Information or enforce Sections 5.1–5.3, remedies are limited as set forth in Section 7.2.
7. RISK ALLOCATION
7.1 Mutual Release. The release in Section 3.2 serves as mutual indemnification against Covered Claims.
7.2 Limitation of Liability. Except for willful misconduct, a breach of Section 5 (Covenants & Restrictions), or obligations arising under Section 6 (Default & Remedies), the maximum aggregate liability of either Party to the other under or in connection with this Agreement shall not exceed the Severance Payment actually paid or payable.
7.3 No Insurance Requirement. No separate insurance obligation is imposed by this Agreement.
7.4 Force Majeure. Neither Party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of war, or governmental action, provided that the affected Party provides prompt notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska and applicable federal employment laws, without regard to conflict-of-laws principles.
8.2 Forum Selection. Any action arising out of or relating to this Agreement shall be brought exclusively in (a) the state courts of the State of Nebraska located in [COUNTY] County, or (b) the United States District Court for the District of Nebraska. The Parties consent to the personal jurisdiction of such courts.
8.3 Arbitration. [OPTION 1 – INSERT IF ELECTED] The Parties agree that any dispute not resolved informally shall be submitted to binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its employment rules. Judgment on the award may be entered in any court of competent jurisdiction.
[OPTION 2 – OMIT OR DELETE THIS SECTION IF ARBITRATION NOT ELECTED]
8.4 Jury Waiver. [OPTIONAL – INSERT IF ELECTED] EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT.
8.5 Limited Injunctive Relief. Nothing in this Section shall limit either Party’s right to seek temporary or preliminary injunctive relief solely to prevent immediate and irreparable harm for breaches of Sections 5.1–5.3 pending resolution of the underlying dispute.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver shall be effective unless in writing and signed by the waiving Party.
9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor in interest.
9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.
9.5 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.
9.6 Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., PDF or via reputable e-signature platform) shall be deemed originals for all purposes.
9.7 Headings. Section headings are for convenience only and shall not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
| EMPLOYER | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: _________ | _______ |
| Name: [PRINTED NAME] | |
| Title: [TITLE] | |
| Date: _______ | Date: _______ |
[// GUIDANCE: Nebraska law does not require notarization for a severance agreement, but notarization may help establish authenticity. Insert notarization block if desired.]
[// GUIDANCE: Before releasing this document to a client, verify that (i) the Severance Benefits meet or exceed any obligations under Employer’s existing policies or plans; (ii) any state-specific wage payment timing requirements are satisfied; and (iii) if part of a group termination, attach the OWBPA disclosure listing job titles and ages of affected and retained employees.]