SEVERANCE AND MUTUAL RELEASE AGREEMENT
(State of New Hampshire)
[// GUIDANCE: This template is drafted for use with individual employee separations in New Hampshire. For group reductions in force, increase the ADEA consideration period to 45 days and attach the statistical disclosure required by 29 U.S.C. § 626(f)(1)(H).]
TABLE OF CONTENTS
- Definitions
- Severance Benefits & Consideration
- Representations & Warranties
- Release of Claims
- Covenants & Restrictions
- Default; Remedies; Limitations of Liability
- Risk Allocation – Mutual Indemnification
- Dispute Resolution
- General Provisions
- Execution Block
1. DEFINITIONS
The following terms shall have the meanings set forth below and shall apply equally to their singular and plural forms. Capitalized terms not defined in this Section have the meanings assigned elsewhere in this Agreement.
1.1 “Agreement” means this Severance and Mutual Release Agreement, including all exhibits and schedules hereto.
1.2 “Business” means the line(s) of business conducted by the Company as of the Separation Date, including [DESCRIPTION].
1.3 “Company” means [FULL LEGAL NAME OF EMPLOYER], a [STATE] [corporation/LLC], together with its parents, subsidiaries, affiliates, predecessors, successors, assigns, and all of their respective officers, directors, managers, employees, and agents.
1.4 “Employee” means [EMPLOYEE LEGAL NAME], including the Employee’s heirs, executors, representatives, administrators, successors, and assigns.
1.5 “Separation Date” means [DATE EMPLOYMENT TERMINATES].
1.6 “Severance Amount” means the gross sum of $[AMOUNT] less applicable taxes and withholdings, as more fully described in Section 2.1.
1.7 “Claims” means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands of every kind and nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, disclosed or undisclosed.
1.8 “Protected Activity” has the meaning assigned in Section 4.4(b).
2. SEVERANCE BENEFITS & CONSIDERATION
2.1 Severance Payment. Subject to Employee’s execution, delivery, and non-revocation of this Agreement, Company shall pay the Severance Amount in [lump-sum/installments] commencing on the first regular payroll date following the Revocation Period defined in Section 8.1.
2.2 Health Insurance. Company shall subsidize the Employee’s COBRA premiums for [NUMBER] months post-Separation Date, consistent with applicable law.
2.3 Outplacement Assistance. Company shall provide [DESCRIPTION] outplacement services for up to [NUMBER] months.
2.4 No Other Consideration. Employee acknowledges that the consideration provided under this Section exceeds anything of value to which Employee is already entitled by contract, Company policy, or applicable law.
[// GUIDANCE: Confirm that all earned but unpaid wages, vacation, and expense reimbursements will be paid on or before the Separation Date in compliance with N.H. RSA 275:44.]
3. REPRESENTATIONS & WARRANTIES
3.1 Authority. Each Party represents that it has full capacity and authority to enter into and perform this Agreement.
3.2 No Unreported Work-Related Injuries. Employee represents that all workplace injuries have been reported and that no workers’ compensation claim is presently pending.
3.3 No Reliance. Employee acknowledges not relying on any representation other than those expressly set forth in this Agreement.
3.4 Tax Advice. Employee represents that Employee has had the opportunity to consult independent tax advisors and is not relying on Company for tax advice. Nothing herein shall be construed as a guarantee of tax consequences.
3.5 Survival. The representations and warranties in this Section survive the execution and delivery of this Agreement.
4. RELEASE OF CLAIMS
4.1 Mutual Release. (a) Employee, for good and valuable consideration, hereby irrevocably releases Company from all Claims arising on or before the Execution Date, including but not limited to Claims under Title VII, ADA, FMLA, ERISA, the New Hampshire Law Against Discrimination (RSA 354-A), common-law tort or contract, and any other federal, state, or local statute or regulation.
(b) Company releases Employee from any and all Claims it may have against Employee arising on or before the Execution Date, excluding Claims for fraud, embezzlement, or willful misconduct discovered after the Execution Date.
4.2 Excluded Claims. The releases in Section 4.1 do NOT apply to:
(a) the Parties’ respective obligations under this Agreement;
(b) vested benefits under qualified retirement plans;
(c) workers’ compensation or unemployment benefits;
(d) rights that cannot be waived by private agreement.
4.3 ADEA/OWBPA Compliance. Pursuant to the Age Discrimination in Employment Act and 29 U.S.C. § 626(f):
(a) Employee is given at least 21 days to consider this Agreement;
(b) Employee is advised in writing to consult an attorney before signing;
(c) Employee may revoke this Agreement within 7 days after signing;
(d) The release of ADEA claims becomes effective only after the Revocation Period expires without revocation.
4.4 Protected Activity.
(a) Nothing in this Agreement prohibits Employee from filing a charge or complaint with, or participating in an investigation or proceeding conducted by, the EEOC, NLRB, OSHA, SEC, DOL, or comparable agency.
(b) “Protected Activity” means reporting suspected illegal conduct, cooperating with governmental inquiries, or engaging in legally protected whistleblower activity.
(c) Employee understands that Employee may not recover monetary damages or relief from the Company based on claims released herein, except that Employee may receive a whistleblower award from a government agency.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality. Employee shall keep confidential and not disclose the terms of this Agreement or Company Confidential Information, except to Employee’s spouse, tax or legal advisors, or as required by law.
5.2 Non-Disparagement. Employee agrees not to make statements reasonably likely to disparage the Company’s reputation. The Company shall instruct its executive officers not to disparage Employee.
5.3 Return of Company Property. On or before the Separation Date, Employee shall return all Company property, including keys, devices, documents, and electronically stored information.
5.4 Cooperation. Employee shall reasonably cooperate with Company in any pending or future investigation, litigation, or administrative proceeding relating to matters of which Employee has knowledge. Company will reimburse reasonable pre-approved expenses.
5.5 Injunctive Relief. Each Party acknowledges that monetary damages may be inadequate for breach of Sections 5.1–5.3; therefore, the non-breaching Party may seek injunctive relief in accordance with Section 8.4, subject to the limitations therein.
6. DEFAULT; REMEDIES; LIMITATIONS OF LIABILITY
6.1 Events of Default. A Party is in default if it materially breaches this Agreement and fails to cure such breach within ten (10) days after written notice from the non-breaching Party.
6.2 Remedies. Upon default, the non-breaching Party may seek:
(a) specific performance or injunctive relief (Section 5.5);
(b) reimbursement of attorney’s fees and costs incurred in enforcement;
(c) offset or recoupment against any unpaid severance (for Company).
6.3 Liability Cap. Except for (i) breach of Sections 5.1–5.4, or (ii) fraud, willful misconduct, or gross negligence, each Party’s aggregate liability under this Agreement shall not exceed the Severance Amount.
7. RISK ALLOCATION – MUTUAL INDEMNIFICATION
7.1 Indemnity by Employee. Employee shall indemnify and hold harmless Company against third-party Claims arising from Employee’s gross negligence or willful misconduct occurring prior to the Separation Date.
7.2 Indemnity by Company. Company shall indemnify and hold harmless Employee against third-party Claims arising from Employee’s performance of employment duties in good faith and within the scope of employment.
7.3 Procedure. Indemnification is conditioned on the indemnified Party:
(a) giving prompt written notice;
(b) allowing control of the defense to the indemnifying Party; and
(c) cooperating at the indemnifying Party’s expense.
8. DISPUTE RESOLUTION
8.1 Consideration & Revocation Periods. Employee acknowledges receipt of this Agreement on [DELIVERY DATE]. Employee has until [DELIVERY DATE + 21 DAYS] to sign, and may revoke within seven (7) days thereafter (“Revocation Period”) by delivering written notice to [COMPANY CONTACT].
8.2 Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire and applicable federal law, without regard to conflict-of-laws rules.
8.3 Forum Selection. Except as provided in Section 8.4, any suit arising from this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], New Hampshire, and the Parties irrevocably submit to such courts’ jurisdiction.
8.4 Optional Arbitration. [SELECT ONE]
☐ Arbitration Applicable. Any dispute not resolved informally shall be finally resolved by confidential binding arbitration under the JAMS Employment Arbitration Rules, held in [CITY], New Hampshire.
☐ Arbitration Not Applicable.
8.5 Jury Trial Waiver. TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
8.6 Injunctive Relief Limitation. Injunctive relief sought under Section 5.5 shall be limited to enforcing confidentiality, non-disparagement, and return-of-property obligations and shall not extend to restraining lawful employment or Protected Activity.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties.
9.2 Assignment. Employee may not assign this Agreement. Company may assign to a successor in interest.
9.3 Severability; Reformation. If a provision is found unenforceable, it shall be reformed to the minimum extent necessary; the remainder of the Agreement remains in effect.
9.4 Integration. This Agreement constitutes the entire understanding and supersedes all prior agreements concerning the subject matter.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically or by facsimile are binding.
9.6 Section 409A. Payments are intended to be exempt from or compliant with Internal Revenue Code § 409A. The Agreement shall be interpreted accordingly.
9.7 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
| COMPANY | EMPLOYEE |
|---|---|
| [FULL LEGAL NAME OF EMPLOYER] | [EMPLOYEE NAME] |
| By: ________ | ____ |
| Name: [AUTHORIZED SIGNATORY] | Name: [EMPLOYEE NAME] |
| Title: [TITLE] | Date: _____ |
| Date: _____ |
[Notary acknowledgment if required under Company policy or if additional enforceability is desired.]
[// GUIDANCE: Before delivering to the employee, attach any required exhibits (e.g., COBRA notice, benefit summaries, proprietary-information acknowledgment) and populate all bracketed placeholders. Confirm that no pending wage claims or statutory violations exist that could invalidate the release. Retain a signed original for at least six (6) years under NH record-retention best practices.]