Severance Agreement - Ohio

SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Ohio-Law Governed)

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 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”).

2. 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).

3. 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).

III. OPERATIVE PROVISIONS

A. Severance Benefits. Subject to Employee’s timely execution and non-revocation of 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.

Final Compensation and agreed fringe benefits shall be paid or provided on the schedule required by Ohio Rev. Code § 4113.15 and the governing written terms, regardless of whether Employee signs this Agreement.

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.
5. The release does not cover rights or claims arising after Employee signs this Agreement.
6. If the 45-day period applies, Employer must provide at the beginning of that period the disclosures required by 29 U.S.C. § 626(f)(1)(H).
7. 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.

C. Conditions Precedent. Employer’s obligation to furnish Severance Benefits is conditioned only on:

1. Receipt of Employee’s executed Agreement within [DEADLINE] following the Consideration Period;
2. Expiration of the seven-day revocation period without revocation.

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 identified any known unpaid-compensation or benefit issue here: [________________________________]; 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 protect legitimate trade secrets and non-public proprietary information. This Section does not restrict truthful testimony, government reports, protected communications, discussions of wages or working conditions, or other protected conduct. The Agreement itself is not designated categorically confidential.
B. 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, discussions of wages or working conditions, or other protected conduct.
C. Return of Property. Employee shall return all Employer property, including documents and electronic materials, no later than the Termination Date.
D. Restrictive Covenants. No noncompetition or non-solicitation covenant is included. Any separate covenant must be reviewed under current Ohio law and the specific facts of the employment relationship.
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. 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.

B. Lawful Remedies. A Party may pursue lawful contract remedies for a proven material breach. No remedy creates a release-challenge penalty, requires repayment merely for filing or participating in an agency matter, delays Final Compensation, or creates a general prevailing-party fee shift.

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 based on acts occurring on or before the date Employee signs this Agreement, including but not limited to Claims under the ADEA, Title VII, ADA, FMLA, the Ohio Civil Rights Act (Ohio Rev. Code § 4112.02), 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 Employee signs this Agreement;
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. Protected Activity. Nothing restricts Employee from communicating with or participating before a government agency, making protected whistleblower disclosures, discussing wages or working conditions protected by 29 U.S.C. § 157, or exercising immunity under 18 U.S.C. § 1833(b).

D. 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.

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

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

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

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties.
2. Assignment. Employee may not assign or delegate any rights or obligations hereunder. Employer may assign to a successor in interest.
3. Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
4. Severability. If any provision is held unenforceable, the remaining provisions shall remain in effect and shall be construed to fulfill the Parties’ intent.
5. Integration/Merger. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral.
6. 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.
7. Headings. Section headings are for convenience only and shall not affect interpretation.
8. 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.

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: ____________

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
• Ohio Rev. Code § 4113.15
• Ohio Rev. Code § 4112.02