Severance Agreement - New York

SEVERANCE AND GENERAL RELEASE AGREEMENT

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 Final Compensation. Employer shall pay earned wages no later than the regular payday for the pay period during which termination occurred, and by mail if Employee requests, as required by N.Y. Labor Law § 191(3). Earned vacation/PTO and reimbursable expenses shall be handled under the governing written terms. Final Compensation is due regardless of whether Employee signs this Agreement.

3.3 Conditions Precedent. Employer’s obligations under Section 3.1 are conditioned only on:
(i) Employee’s execution of this Agreement on or after the Separation Date;
(ii) the expiration of the Revocation Period without revocation.

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.
(e) No Future Claims. The release does not cover rights or claims arising after Employee signs this Agreement.
(f) Additional Consideration. The Severance Benefits exceed anything of value to which Employee is already entitled.
(g) Waiver Challenge. Nothing requires tender back of consideration or imposes a condition precedent, penalty, attorney-fee liability, damages, or another limitation that adversely affects Employee’s right to challenge the validity of the ADEA waiver. 29 C.F.R. § 1625.23.

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 protect legitimate trade secrets and non-public proprietary information. The Agreement itself and facts underlying a claim involving discrimination, harassment, or retaliation are not designated categorically confidential. Any complainant-requested confidentiality term for such a claim must be documented separately under N.Y. General Obligations Law § 5-336.

5.2 Non-Disparagement. During [TIME PERIOD], neither Party shall knowingly make a false statement of fact intended to harm the other Party’s reputation. This Section does not restrict truthful statements, government communications, whistleblower reports, testimony, protected discussion of wages or working conditions, or disclosure of facts involving discrimination, harassment, or retaliation.

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 Party is in default if it materially breaches this Agreement and fails to cure within ten (10) business days after written notice, if curable.

6.2 Lawful Remedies. A Party may pursue lawful contract remedies for a proven material breach. No remedy requires liquidated damages or forfeiture of consideration for violating a nondisclosure or nondisparagement clause, creates a release-challenge penalty, delays Final Compensation, or creates a general prevailing-party fee shift. See N.Y. General Obligations Law § 5-336(3).

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 and Protected Activity. Nothing waives claims arising after Employee signs, workers’ compensation or unemployment rights, vested plan benefits, rights that cannot lawfully be waived, or rights to enforce this Agreement. Nothing restricts government communications, whistleblower reports, protected discussions under 29 U.S.C. § 157, or immunity under 18 U.S.C. § 1833(b).

7.3 No Employee Risk-Shifting. This Agreement does not impose employee indemnity, a liability cap, a force-majeure excuse for payment, a severance clawback, or a penalty for a good-faith challenge to the release.

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. An action concerning this Agreement may be filed in a New York state or federal court with subject-matter and personal jurisdiction and proper venue.

8.3 Arbitration. No arbitration clause is included. If selected, use a separately reviewed addendum addressing formation, costs, discovery, remedies, and governing law.

8.4 Jury Trial. No predispute jury waiver is included in this template.

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.

[Optional Notary Acknowledgment]

Sources and References

• 29 U.S.C. § 626
• 29 U.S.C. § 157
• 18 U.S.C. § 1833
• 29 C.F.R. §§ 1625.22-1625.23
• N.Y. Labor Law § 191
• N.Y. General Obligations Law § 5-336
• N.Y. Executive Law § 296