SEVERANCE AND GENERAL RELEASE AGREEMENT

[// GUIDANCE: Provide to employee on employer letterhead]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Severance and General Release Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] corporation with its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”).

The Employer and the Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee with severance benefits in exchange for Employee’s promises, releases, and other covenants contained herein.
C. Employee acknowledges that the consideration provided under this Agreement exceeds anything of value to which Employee is otherwise entitled.

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein, and intending to be legally bound, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms include the singular and plural forms and any grammatical variations thereof.

“ADEA” means the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, directly or indirectly.

“Claims” means any and all actions, causes of action, suits, complaints, petitions, demands, charges, grievances, debts, obligations, contracts, agreements, promises, controversies, damages, judgments, contributions, indemnities, costs, losses, liabilities, and expenses of every kind and nature, whether in law or equity, known or unknown, suspected or unsuspected, fixed or contingent.

“Confidential Information” has the meaning set forth in Section 5.1.

“Consideration Period” has the meaning set forth in Section 3.5(b).

“Employer Group” means Employer and its past, present, and future parents, subsidiaries, Affiliates, predecessors, successors, assigns, directors, officers, employees, agents, shareholders, plan fiduciaries, and insurers.

“Severance Amount” means the aggregate cash payment described in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Severance Consideration.
(a) Cash Severance. Employer shall pay Employee a lump sum cash payment of [SEVERANCE AMOUNT IN U.S. DOLLARS] (less all required withholdings) within [NUMBER] days after the Effective Date (the “Severance Payment”).
(b) COBRA Subsidy. Employer shall subsidize Employee’s COBRA premiums for [NUMBER] months following the Separation Date, subject to Employee’s timely election and continued eligibility.
(c) Outplacement. Employer shall provide outplacement services through [VENDOR] for up to [NUMBER] months, not to exceed [DOLLAR AMOUNT].

3.2 Accrued Obligations. Employer shall pay Employee all earned but unpaid salary, accrued vacation/PTO, and any reimbursable business expenses through the Separation Date, regardless of whether Employee executes this Agreement.

3.3 Conditions Precedent. Employer’s obligations under Section 3.1 are conditioned on:
(i) Employee’s execution of this Agreement on or after the Separation Date;
(ii) the expiration of the Revocation Period without revocation; and
(iii) Employee’s continued compliance with Sections 5 and 6 hereof.

3.4 Taxes. Employee acknowledges that Employer will withhold all applicable federal, state, and local taxes from the Severance Payment. Employee shall be solely responsible for any additional tax liability.

3.5 ADEA/OWBPA Compliance.
(a) Knowing and Voluntary Waiver. Employee is advised to consult legal counsel before signing this Agreement and acknowledges that the waiver of ADEA Claims is knowing and voluntary in accordance with 29 U.S.C. § 626(f).
(b) Consideration Period. Employee has [“21” if individual termination / “45” if part of group termination] calendar days to consider this Agreement (the “Consideration Period”). Employee may sign sooner at Employee’s sole discretion.
(c) Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after signing (the “Revocation Period”) by delivering written notice to [EMPLOYER CONTACT] at [ADDRESS / EMAIL]. This Agreement shall not become effective until the eighth (8th) day after Employee signs it.
(d) OWBPA Disclosure (if applicable). For group terminations, Employer has provided Employee with the disclosures required by 29 U.S.C. § 626(f)(1)(H), attached hereto as Exhibit A. [// GUIDANCE: Insert list of job titles, ages, and decisional unit per OWBPA]

3.6 No Admission. This Agreement is not, and shall not be construed as, an admission of liability by either Party.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform under this Agreement. If the Employee is age 40 or older, Employee further represents that Employee:
(a) has carefully read and fully understands all provisions;
(b) is entering into this Agreement voluntarily and of Employee’s own free will; and
(c) has been given the Consideration Period and advised in writing to consult counsel.

4.2 No Other Representations. No promise or representation not set forth in this Agreement has been made to Employee.

4.3 Survival. The representations and warranties in this Section 4 shall survive the Effective Date for the longer of (i) the statute-of-limitations period applicable to the subject matter, or (ii) three (3) years.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall not use or disclose Confidential Information (defined below) except as required by law or with Employer’s prior written consent.
“Confidential Information” includes trade secrets, proprietary data, customer lists, pricing, financial information, and any non-public information concerning the Employer Group.
[// GUIDANCE: For NY discrimination-related settlements, ensure any confidentiality clause complies with N.Y. Gen. Oblig. Law § 5-336.]

5.2 Non-Disparagement. Employee agrees not to make any statement intended to harm the reputation of the Employer Group. Employer shall instruct its C-level executives not to make any statement intended to harm Employee’s reputation.

5.3 Cooperation. Employee shall reasonably cooperate with Employer in any pending or future investigation, litigation, or administrative proceeding relating to events that occurred during Employee’s employment, provided Employer reimburses reasonable out-of-pocket expenses and does not unreasonably interfere with Employee’s subsequent employment.

5.4 Return of Property. On or before the Separation Date, Employee shall return all Employer property, including laptops, files, and access credentials.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Employee’s breach of Sections 5.1–5.4.
(b) Employer’s failure to timely pay the Severance Amount.

6.2 Notice and Cure. The non-breaching Party shall provide written notice of default. The breaching Party shall have ten (10) business days to cure monetary defaults and fifteen (15) business days to cure non-monetary defaults, if curable.

6.3 Remedies.
(a) Employer Remedies. In addition to equitable relief under Section 6.4, Employer may suspend further severance benefits and seek repayment of any Severance Payment already made, up to the Severance Amount.
(b) Employee Remedies. Employee may seek payment of any unpaid Severance Amount plus interest at [RATE] per annum, reasonable attorneys’ fees, and costs.

6.4 Limited Injunctive Relief. The Parties acknowledge that a breach of Sections 5.1 or 5.2 would cause irreparable harm. The non-breaching Party may seek temporary, preliminary, and/or permanent injunctive relief in any court of competent jurisdiction, limited to enforcing those Sections.

7. RISK ALLOCATION

7.1 Mutual Release of Claims.
(a) Employee Release. Subject to Section 7.2, Employee irrevocably releases the Employer Group from any and all Claims arising on or before the Execution Date, including without limitation Claims under Title VII of the Civil Rights Act, ADA, ADEA, FMLA, the New York State Human Rights Law, the New York City Human Rights Law, and any other federal, state, or local law.
(b) Employer Release. Employer, on behalf of the Employer Group, releases Employee from any and all Claims arising on or before the Execution Date, except (i) Claims arising from criminal conduct, fraud, or willful misconduct, and (ii) Claims to enforce this Agreement.

7.2 Excluded Claims. Nothing in this Agreement waives (i) Claims that cannot legally be waived; (ii) rights to workers’ compensation or unemployment benefits; (iii) vested retirement benefits; or (iv) Employee’s right to file a charge with the EEOC or similar agency (though Employee waives the right to personal monetary recovery).

7.3 Indemnification. Each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and its Affiliates from any third-party Claims arising from the Indemnifying Party’s breach of this Agreement, subject to the liability cap in Section 7.4.

7.4 Limitation of Liability. Except for (i) breaches of Sections 5.1–5.4, (ii) a Party’s fraud or willful misconduct, or (iii) indemnification obligations under Section 7.3, each Party’s aggregate liability to the other under this Agreement shall not exceed the Severance Amount.

7.5 Force Majeure. Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, provided the affected Party gives 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 New York and applicable federal employment laws, without regard to conflict-of-law provisions.

8.2 Forum Selection. Subject to Section 8.3, any litigation arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], New York, and each Party irrevocably submits to such jurisdiction.

8.3 Arbitration (Optional).
[ ] Check if Applicable. If selected, any dispute shall be finally settled by confidential arbitration administered by the American Arbitration Association under its Employment Arbitration Rules in [CITY], New York. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional).
[ ] Check if Applicable. IF LITIGATION OCCURS, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

8.5 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

9. GENERAL PROVISIONS

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

9.2 Assignment. Employee may not assign or delegate any rights or obligations hereunder. Employer may assign this Agreement to a successor in interest, provided such successor assumes all obligations.

9.3 Successors & Assigns. This Agreement inures to the benefit of and is binding on the Parties and their respective heirs, administrators, successors, and permitted assigns.

9.4 Severability; Reformation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. A court may modify an unenforceable provision to the minimum extent necessary to make it enforceable.

9.5 Integration. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by PDF or electronic signature service (e.g., DocuSign) shall be deemed original.

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 Severance and General Release Agreement as of the dates set forth below.

[NOTARY ACKNOWLEDGMENT (if desired under NY law)]

[// GUIDANCE:
1. Replace bracketed placeholders before release.
2. Attach Exhibit A (OWBPA disclosure) when terminating two or more employees as part of a reduction in force.
3. Review confidentiality and non-disparagement clauses for compliance with NY GOL § 5-336.
4. Consider adding Section 5.5 (Restrictive Covenant) only if enforceable under NY competitive-restriction jurisprudence.
5. If arbitration box is checked, include AAA Employment Arbitration Rules as Exhibit B.
]