SEVERANCE AND MUTUAL RELEASE AGREEMENT
(Ohio-Law Governed)
[// GUIDANCE: This template is drafted for use in the State of Ohio and is designed to comply with both Ohio employment law and the federal Age Discrimination in Employment Act (“ADEA”), including the Older Workers Benefit Protection Act (“OWBPA”) requirements codified at 29 U.S.C. § 626(f). Replace all bracketed placeholders before circulating the document for signature.]
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
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Parties.
This Severance and Mutual Release Agreement (the “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], an [Ohio/foreign] corporation with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”) (each, a “Party,” and collectively, the “Parties”). -
Recitals.
A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (the “Termination Date”).
B. Employer desires to provide, and Employee desires to accept, certain severance benefits in exchange for Employee’s promises, covenants, and releases set forth herein.
C. The Parties intend this Agreement to constitute a knowing and voluntary waiver of claims, including those arising under the ADEA, in compliance with 29 U.S.C. § 626(f). -
Effective Date.
This Agreement will become effective on the eighth (8th) calendar day after Employee executes the Agreement, provided Employee does not timely revoke acceptance as permitted herein (the “Effective Date”).
II. DEFINITIONS
The following terms, in their singular or plural forms, shall have the meanings set forth below and apply throughout this Agreement:
“ADEA” – the Age Discrimination in Employment Act of 1967, as amended.
“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
“Claims” – any and all actions, causes of action, suits, complaints, charges, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, costs, expenses, attorneys’ fees, and demands whatsoever, in law or equity, whether known or unknown, suspected or unsuspected.
“Confidential Information” – proprietary or non-public information belonging to Employer or its Affiliates, including trade secrets, client data, financial records, and similar information as further described in Section V.
“Consideration Period” – the period of [21/45] consecutive days during which Employee may review and consider this Agreement before signing.
“Employee Released Parties” – Employee and Employee’s heirs, executors, administrators, representatives, and assigns.
“Employer Released Parties” – Employer, its past and present parents, subsidiaries, Affiliates, predecessors, successors, and each of their respective past and present officers, directors, employees, agents, benefit plans, fiduciaries, and insurers.
“Releasees” – collectively, the Employee Released Parties and Employer Released Parties.
“Severance Benefits” – the consideration described in Section III(A).
“Severance Cap” – an amount equal to the aggregate dollar value of the Severance Benefits.
III. OPERATIVE PROVISIONS
A. Severance Benefits. Subject to Employee’s timely execution, non-revocation, and ongoing compliance with this Agreement, Employer shall provide:
1. Cash severance in the gross amount of $[AMOUNT], less applicable withholdings, payable in [lump sum/instalments] commencing on the first regular payroll date following the Effective Date;
2. Payment of Employee’s regular base salary through the Termination Date;
3. Reimbursement for COBRA premiums for [NUMBER] months following the Termination Date, subject to timely enrollment;
4. Outplacement assistance through [VENDOR] for a period of [NUMBER] months; and
5. Any vested amounts in Employer’s 401(k) or other qualified plans, to be distributed pursuant to plan terms.
B. Consideration & Revocation Rights under ADEA.
1. Employer advised Employee in writing to consult with an attorney of Employee’s choice before signing this Agreement.
2. Employee shall have the Consideration Period to review and decide whether to accept this Agreement. Execution prior to the expiration of the Consideration Period is voluntary and will not shorten the Consideration Period.
3. Employee may revoke acceptance within seven (7) calendar days after executing this Agreement by delivering written notice of revocation to [EMPLOYER CONTACT / ADDRESS].
4. The Severance Benefits are in addition to anything of value to which Employee is already entitled.
C. Conditions Precedent. Employer’s obligation to furnish Severance Benefits is expressly conditioned on:
1. Receipt of Employee’s executed Agreement within [DEADLINE] following the Consideration Period;
2. Expiration of the seven-day revocation period without revocation; and
3. Employee’s continued compliance with Sections V and VI herein.
IV. REPRESENTATIONS & WARRANTIES
A. Mutual Representations. Each Party represents and warrants that:
1. It has full authority to enter into and perform this Agreement;
2. The execution and delivery of this Agreement do not violate any other agreement to which such Party is bound; and
3. This Agreement constitutes a valid, binding, and enforceable obligation of such Party.
B. Employee Specific Representations. Employee further represents that:
1. Employee has not filed, and is not presently party to, any lawsuit or administrative action against Employer, except as disclosed in [NONE/ATTACH SCHEDULE];
2. Employee has received all wages, commissions, bonuses, vacation pay, and other compensation due through the Termination Date, except as provided herein; and
3. Employee enters into this Agreement knowingly and voluntarily and has had adequate time and opportunity to consult counsel.
C. Survival. All representations and warranties shall survive execution of this Agreement.
V. COVENANTS & RESTRICTIONS
A. Confidentiality. Employee shall not, without prior written consent of Employer, disclose or use Confidential Information except as required by law.
B. Non-Disparagement. Each Party agrees not to make statements intended to disparage the other Party or its reputation.
C. Return of Property. Employee shall return all Employer property, including documents and electronic materials, no later than the Termination Date.
D. Restrictive Covenants.
1. [OPTIONAL] Non-Competition: Employee shall not compete with Employer in [GEOGRAPHIC AREA] for [DURATION] post-Termination.
2. Non-Solicitation: Employee shall not solicit Employer’s customers or employees for [DURATION] post-Termination.
E. Notice & Cure. In the event of alleged breach by Employee, Employer shall provide written notice specifying the breach and allow a ten (10)-day cure period, except that misappropriation of Confidential Information shall entitle Employer to immediate remedies.
VI. DEFAULT & REMEDIES
A. Events of Default.
1. Employee’s breach of Sections V(A)–(D);
2. Employer’s failure to pay Severance Benefits when due.
B. Employer Remedies. Upon Employee default, Employer may:
1. Suspend or terminate unpaid Severance Benefits;
2. Seek injunctive relief limited to preventing further breaches of Sections V(A)–(D); and
3. Recover damages up to the Severance Cap.
C. Employee Remedies. Upon Employer default, Employee may:
1. Provide notice of default and a ten (10)-day cure period;
2. Seek enforcement of payment obligations plus interest at [RATE]% per annum.
D. Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.
VII. RISK ALLOCATION
A. Mutual Release of Claims.
1. Subject to subsection B (Excluded Claims), each Party, on behalf of itself and the Releasees, irrevocably and unconditionally releases and forever discharges the other Party and its Releasees from any and all Claims arising on or before the Effective Date, including but not limited to Claims under the ADEA, Title VII, ADA, FMLA, the Ohio Civil Rights Act (Ohio Rev. Code § 4112 et seq.), and any federal, state, or local law.
2. Employee expressly acknowledges the inclusion of age discrimination claims and confirms compliance with 29 U.S.C. § 626(f).
B. Excluded Claims. Nothing herein releases:
1. Claims arising after the Effective Date;
2. Rights to enforce this Agreement;
3. Claims for workers’ compensation or unemployment benefits;
4. Vested retirement or health benefits under ERISA-governed plans.
C. Indemnification (Mutual). Each Party shall indemnify, defend, and hold harmless the other Party and its Releasees from third-party Claims arising from such Party’s breach of this Agreement, subject to the Severance Cap.
D. Limitation of Liability. EXCEPT FOR WILLFUL MISCONDUCT, FRAUD, OR CLAIMS EXPRESSLY EXCLUDED ABOVE, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SEVERANCE CAP.
E. Force Majeure. Neither Party shall be liable for failure to perform obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, pandemic, or government order.
VIII. DISPUTE RESOLUTION
A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio and applicable federal employment laws, without regard to conflict-of-laws principles.
B. Forum Selection. Subject to Section VIII(C), the Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Ohio for any action arising out of or relating to this Agreement.
C. Arbitration (Optional).
[SELECT ONE]
1. ☐ Arbitration Elected. Any dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment may be entered on the award in any court of competent jurisdiction.
2. ☐ Arbitration Declined. Disputes shall be resolved exclusively in the courts designated in Section VIII(B).
D. Jury Trial Waiver (Optional).
[SELECT ONE]
1. ☐ Waiver. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.
2. ☐ No Waiver. Jury trial rights preserved.
E. Injunctive Relief Preservation. Notwithstanding any agreement to arbitrate, either Party may seek limited injunctive relief in court to enforce Sections V(A)–(D) pending final resolution of the dispute.
IX. GENERAL PROVISIONS
- Amendment & Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties.
- Assignment. Employee may not assign or delegate any rights or obligations hereunder. Employer may assign to a successor in interest.
- Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
- Severability. If any provision is held unenforceable, the remaining provisions shall remain in effect and shall be construed to fulfill the Parties’ intent.
- Integration/Merger. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral.
- Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via PDF or electronic signature), each of which is deemed an original, and all of which together constitute one instrument.
- Headings. Section headings are for convenience only and shall not affect interpretation.
- Tax Matters. Employee acknowledges that Employer has made no representations regarding tax consequences. Employee is advised to consult a tax professional.
X. 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: _____ | Signature: ____ |
| Name: _________ | Date: _________ |
| Title: ________ | |
| Date: _________ |
[// GUIDANCE: Ohio does not generally require notarization or witnesses for a severance agreement; add if your corporate policy mandates.]
OPTIONAL NOTARY BLOCK (if required)
State of __
County of __
On this ___ day of _, 20_, before me, the undersigned, a Notary Public in and for said state, personally appeared ____, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) executed the instrument.
Witness my hand and official seal.
Notary Public
My commission expires: ______
[// GUIDANCE: Review and tailor restrictive covenants, severance amounts, consideration periods (21 vs. 45 days for group terminations), and any state-specific wage payment timing statutes before finalizing.]