Severance Agreement - Oklahoma

SEVERANCE AND RELEASE AGREEMENT

(Oklahoma – Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Separation of Employment
   3.2 Severance Benefits & Consideration
   3.3 Employee Acknowledgements (ADEA/OWBPA)
   3.4 Release of Claims (Mutual)

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 RELEASE AGREEMENT (“Agreement”) is made and entered into as of [DATE] (“Execution Date”) by and between [EMPLOYER LEGAL NAME], an [Oklahoma/foreign] [corporation/LLC/etc.] (“Company”), and [EMPLOYEE NAME] (“Employee,” together with the Company, the “Parties”).

WHEREAS, Employee’s employment with the Company will terminate effective as of [SEPARATION DATE] (“Separation Date”); and

WHEREAS, the Company desires to provide Employee with certain severance benefits on the terms set forth herein, and Employee desires to accept such benefits and provide the releases and covenants contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Any term used but not defined herein shall have its commonly understood meaning.

“ADEA” means the federal Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

“Agreement Effective Date” means the first business day after the Revocation Period expires, provided Employee has not revoked this Agreement pursuant to Section 3.3(c).

“Claims” means any and all actions, causes of action, suits, debts, obligations, liabilities, agreements, rights, demands, damages, costs, attorneys’ fees, and expenses of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent.

“Confidential Information” means legitimate trade secrets and non-public proprietary business information of the Company.

“Consideration Period” has the meaning set forth in Section 3.3(a).

“OWBPA” means the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

“Revocation Period” has the meaning set forth in Section 3.3(b).

“Severance Amount” means the gross cash payment of $[AMOUNT] to be paid in accordance with Section 3.2(a).

“Severance Benefits” means (i) the Severance Amount, (ii) benefits described in Section 3.2(b)–(d), and (iii) any other consideration expressly set forth in Section 3.2.

3. OPERATIVE PROVISIONS

3.1 Separation of Employment

(a) Employment Termination. Employee’s employment with the Company shall end on the Separation Date.
(b) Final Pay. The Company will pay all earned but unpaid wages and other amounts owed under the governing written terms within the period required by 40 O.S. § 165.3. Final Pay is due regardless of whether Employee signs this Agreement.

3.2 Severance Benefits & Consideration

(a) Severance Amount. Subject to Employee’s timely execution and non-revocation of this Agreement, the Company shall pay Employee the Severance Amount in [lump-sum / equal installments] beginning on the first regular payroll date following the Agreement Effective Date. All payments shall be less applicable withholdings and deductions.
(b) COBRA Subsidy. If Employee timely elects continuation coverage under COBRA, the Company shall pay the employer portion of COBRA premiums for [NUMBER] months after the Separation Date.
(c) Outplacement Assistance. The Company shall provide professional outplacement services for up to [NUMBER] months, at an aggregate cost not to exceed $[AMOUNT].
(d) Other Consideration. [INSERT any additional benefits, e.g., accelerated vesting, prorated bonus.]

3.3 Employee Acknowledgements (ADEA/OWBPA)

(a) Consideration Period. Employee is hereby advised to consult with an attorney prior to executing this Agreement and is granted [“21” OR “45”] calendar days from the date Employee receives this Agreement to consider its terms (“Consideration Period”).
(b) Revocation Period. Employee may revoke this Agreement within seven (7) calendar days after executing it (“Revocation Period”) by delivering written notice of revocation to [COMPANY CONTACT NAME & ADDRESS] before the end of the Revocation Period.
(c) Effective Date. This Agreement shall not become effective or enforceable until the Agreement Effective Date.
(d) Knowing and Voluntary Waiver. The release is written in a manner calculated to be understood, specifically refers to ADEA claims, does not cover future claims, and is supported by consideration beyond anything of value already owed.
(e) Group Program Disclosure. If the 45-day period applies, the Company must provide at the beginning of that period the disclosures required by 29 U.S.C. § 626(f)(1)(H).
(f) 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.

3.4 Release of Claims (Mutual)

(a) Employee Release. Subject to the exceptions in Section 3.4(c), Employee irrevocably and unconditionally releases and forever discharges the Company and its parents, subsidiaries, affiliates, and their respective officers, directors, employees, and agents (collectively, “Company Released Parties”) from Claims based on acts occurring on or before the date Employee signs this Agreement, including Claims under Title VII, the ADEA, the ADA, the FMLA, the Oklahoma Anti-Discrimination Act, common-law tort or contract, and other claims that may lawfully be released.
(b) Company Release. Subject to the exceptions in Section 3.4(c), the Company irrevocably and unconditionally releases and forever discharges Employee from any and all Claims arising on or before the Agreement Effective Date, except for Claims based on fraud, embezzlement, willful misconduct, or breach of fiduciary duty.
(c) Excluded Claims. The mutual releases do not apply to:
(i) Claims arising under or to enforce this Agreement;
(ii) Employee’s rights to vested benefits under any qualified retirement plan;
(iii) Claims for unemployment or workers’ compensation benefits;
(iv) Claims that cannot be waived as a matter of law; and
(v) Claims arising after Employee signs this Agreement.
(d) 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).

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee has not assigned or transferred any Claim released herein;
(b) Employee is at least forty (40) years of age [if applicable];
(c) Employee has had sufficient time to consider this Agreement and enters into it knowingly and voluntarily;
(d) Employee has not relied on any statement or representation not set forth in this Agreement; and
(e) Execution of this Agreement will not violate any other agreement or legal obligation.

4.2 Company represents and warrants that:
(a) It is duly authorized to enter into and perform this Agreement; and
(b) The individual signing on its behalf has full corporate authority to bind the Company.

Survival. The representations and warranties in this Section shall survive the Agreement Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 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.

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, discussions of wages or working conditions, or other protected conduct.

5.3 Post-Termination Restrictive Covenants. No noncompetition or non-solicitation covenant is included. Any separate covenant must be reviewed under current Oklahoma law, including 15 O.S. §§ 217 and 219A.

5.4 Return of Property. No later than the Agreement Effective Date, Employee shall return all Company property, including documents and electronic data, and certify in writing that no copies have been retained.

5.5 Continuing Cooperation. Employee shall reasonably cooperate with the Company in any investigation or litigation relating to matters that occurred during employment, provided the Company reimburses reasonable out-of-pocket expenses.

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 creates a release-challenge penalty, requires repayment merely for filing or participating in an agency matter, delays Final Pay, or creates a general prevailing-party fee shift.

7. RISK ALLOCATION

7.1 Taxes. Employee shall be solely responsible for tax liabilities arising from the Severance Benefits beyond the Company’s required withholding.

7.2 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 the laws of the United States and the State of Oklahoma, without regard to its conflict-of-laws principles.

8.2 Forum. An action concerning this Agreement may be filed in an Oklahoma 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 this Agreement shall be effective unless in writing and 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 any rights or delegate any obligations under this Agreement. The Company may assign this Agreement to a successor in interest.

9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

9.5 Integration. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

9.6 Counterparts & Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted via facsimile, PDF, or electronic signature software (e.g., DocuSign) shall be deemed original signatures.

9.7 Headings. Headings are for convenience only and shall not affect interpretation.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this 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
• Oklahoma Statutes Title 40
• Oklahoma Statutes Title 15