SEVERANCE AND RELEASE AGREEMENT

(New Mexico – Federal & State Employment Law Compliant)

[// GUIDANCE: This template is drafted for a single-employee termination. For “group terminations” under the Older Workers Benefit Protection Act (“OWBPA”), replace the 21-day consideration period with 45 days and attach the required decisional-unit disclosure.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Severance and Release Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORP.] [entity type] with its principal place of business at [ADDRESS] (“Company”), and [EMPLOYEE NAME], an individual residing in [COUNTY, NM] (“Employee”). Company and Employee are each a “Party” and collectively the “Parties.”

2. Recitals.
   A. Employee’s employment with Company will terminate effective [TERMINATION DATE] (“Separation Date”).
   B. Company desires to provide Employee with severance benefits in exchange for Employee’s promises, including a release of claims, as set forth herein.
   C. Employee desires to accept such benefits and enter into this Agreement subject to the terms and conditions below.

3. Consideration.
   The mutual covenants herein and payment of the Severance Benefits (defined below) constitute good and sufficient consideration.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below:

“Agreement” – This Severance and Release Agreement, including all exhibits and schedules.
“COBRA” – Continuation coverage pursuant to 29 U.S.C. § 1161 et seq.
“Confidential Information” – All non-public business, technical, or proprietary information of Company, whether oral, written, electronic, or graphic.
“Consideration Period” – Twenty-one (21) calendar days commencing on the date Employee receives this Agreement.
“Company Group” – Company, its parents, subsidiaries, affiliates, predecessors, successors, and each of their respective past and present directors, officers, employees, agents, insurers, and benefit plans.
“Releasees” – The Company Group.
“Revocation Period” – Seven (7) calendar days following Employee’s execution of this Agreement.
“Severance Amount” – $[AMOUNT], representing [NUMBER] weeks of Employee’s final base salary, less applicable withholdings.
“Severance Benefits” – The Severance Amount plus any additional benefits listed in Section III.2.

III. OPERATIVE PROVISIONS

1. Separation of Employment.
   Employment terminates on the Separation Date. Employee acknowledges receipt of all wages, bonuses, PTO, and benefits due through that date, except as expressly provided herein.

2. Severance Benefits.
   Subject to (a) Employee’s timely execution and non-revocation of this Agreement and (b) Employee’s compliance with its terms:

2.1 Payment. Company shall pay the Severance Amount in a lump sum within ten (10) business days after the later of (i) the Separation Date or (ii) expiration of the Revocation Period.

2.2 COBRA Subsidy [optional]. Company will pay the employer-portion of COBRA premiums for [NUMBER] months following the Separation Date, provided Employee validly elects COBRA.

2.3 Outplacement [optional]. Company will reimburse up to $[CAP] for outplacement services incurred within six (6) months post-Separation Date.

3. Conditions Precedent.
   Delivery, execution, and non-revocation of this Agreement and timely return of all Company property are conditions precedent to payment.

4. Taxes.
   All payments shall be subject to applicable federal, state, and local withholding. Employee is solely responsible for any additional tax liability.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party has full legal power and authority to enter into and perform this Agreement.

2. Employee Representations.
   a. Voluntary Execution; Legal Counsel. Employee has read this Agreement, understands it, and has been advised in writing to consult legal counsel.
   b. No Assignment of Claims. Employee has not assigned or transferred any claim released herein.
   c. Age Disclosure. Employee’s date of birth is [DOB] (age 40+ if applicable).

3. Company Representations. Company is in material compliance with applicable wage and hour laws through the Separation Date.

4. Survival. The representations and warranties in this Article IV survive execution and delivery of this Agreement.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Employee shall not disclose Confidential Information or the terms of this Agreement, except to immediate family, legal or tax advisers, or as required by law.

2. Non-Disparagement. Employee agrees not to make statements that disparage or harm the reputation of the Releasees. Company shall instruct its C-suite officers not to disparage Employee.

3. Cooperation. Upon reasonable notice, Employee shall cooperate with Company in any pending or future investigations or proceedings related to Employee’s employment.

4. Return of Property. On or before the Separation Date, Employee shall return all Company property, including documents and electronic files.

5. Post-Termination Restrictive Covenants [optional]. Insert non-compete or non-solicitation provisions only if permissible under NM law and narrowly tailored.
   [// GUIDANCE: New Mexico generally disfavors non-competes for health-care practitioners; review NMSA § 24-1I-2.]

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. Employee breaches Articles V or VII;
   b. Employee revokes the release; or
   c. Either Party materially breaches Article IV representations.

2. Notice & Cure. The non-breaching Party must provide written notice specifying the default. The breaching Party has ten (10) business days to cure, if curable.

3. Remedies.
   a. Claw-Back. Upon uncured default by Employee, Company may terminate unpaid Severance Benefits and demand repayment of any Severance Benefits already paid.
   b. Limited Injunctive Relief. Either Party may seek injunctive relief solely to enforce confidentiality, non-disparagement, or intellectual-property obligations.
   c. Fees & Costs. Prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Mutual Release & Waiver.

1.1 Employee Release. For good and valuable consideration, Employee irrevocably releases Releasees from any and all claims, causes of action, or liabilities, whether known or unknown, arising on or before the Effective Date, including but not limited to:
i. Federal, state, or local discrimination, retaliation, wage, or leave statutes;
ii. Contract, tort, or common-law claims; and
iii. Claims under the Age Discrimination in Employment Act (“ADEA”), as amended by the OWBPA, 29 U.S.C. § 626(f)(1).

1.2 Company Release. Company, on behalf of the Company Group, releases Employee from any claims arising out of Employee’s employment, excluding (i) fraud or criminal conduct, and (ii) claims that cannot legally be waived.

1.3 Scope Limitations. Nothing herein waives (a) future claims arising after the Effective Date, (b) rights that cannot be waived by law (e.g., unemployment, workers’ compensation), or (c) Employee’s ability to file or cooperate in an administrative charge; however, Employee waives the right to personal monetary recovery from such charges.

2. Indemnification. Each Party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement.

3. Limitation of Liability. The maximum aggregate liability of either Party under this Agreement shall not exceed the Severance Amount, except for (a) breaches of confidentiality, (b) willful misconduct, or (c) any obligation that, by law, cannot be so limited.

4. Force Majeure. Neither Party is liable for failure to perform due to events beyond its reasonable control; payment obligations already incurred are excluded.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement is governed by the laws of the State of New Mexico and applicable U.S. federal law, without regard to conflict-of-law principles.

2. Forum Selection. Exclusive jurisdiction lies in the state or federal courts located in [COUNTY], New Mexico. Each Party submits to such courts’ personal jurisdiction.

3. Arbitration [OPTIONAL].
   [ARBITRATION OPT-IN BOX] ☐ Check if selected
   If selected, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment may be entered in any court of competent jurisdiction. Either Party may seek interim injunctive relief as permitted in Section VI.3.b.

4. Jury Trial Waiver [OPTIONAL].
   [WAIVER OPT-IN BOX] ☐ Check if selected
   IF SELECTED AND PERMITTED BY LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A TRIAL BY JURY.

IX. GENERAL PROVISIONS

1. Amendment; Waiver. Any amendment or waiver must be in a writing signed by both Parties. A waiver of any breach is not a waiver of subsequent breaches.

2. Assignment. Employee may not assign this Agreement. Company may assign to a successor by merger, consolidation, or asset sale.

3. Successors & 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 invalid, the remainder shall be enforced. A court may modify unenforceable provisions to the minimum extent necessary.

5. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements concerning the subject matter.

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

X. EXECUTION BLOCK

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

[OPTIONAL NOTARY/ WITNESS BLOCKS PER NM REQUIREMENTS]

ADEA COMPLIANCE CERTIFICATIONS

Employee acknowledges and certifies that:
1. This Agreement is written in a manner calculated to be understood;
2. Employee is advised to consult an attorney prior to signing;
3. Employee is given the Consideration Period to review;
4. Employee may revoke within the Revocation Period by written notice to [CONTACT]; and
5. The Severance Benefits constitute consideration in addition to anything of value to which Employee is already entitled.

[// GUIDANCE: Insert Company contact information for revocation notice, confirm method of delivery (e-mail, certified mail), and double-check that the Consideration and Revocation Periods are accurately populated before releasing the document to the employee.]