SEVERANCE AND RELEASE AGREEMENT
(Oklahoma – Template)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Separation of Employment
3.2 Severance Benefits & Consideration
3.3 Employee Acknowledgements (ADEA/OWBPA)
3.4 Release of Claims (Mutual) - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- 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 all non-public business information of the Company, in any form, including trade secrets within the meaning of the Oklahoma Uniform Trade Secrets Act.
“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.
[// GUIDANCE: Add or remove defined terms to align with substantive provisions inserted or deleted during customization.]
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. On or before the Separation Date, the Company will pay Employee all earned but unpaid wages, accrued but unused vacation (if any), and all other amounts owed through the Separation Date (collectively, “Accrued Obligations”) in compliance with 40 O.S. § 165.3 and applicable federal law.
3.2 Severance Benefits & Consideration
(a) Severance Amount. Subject to (i) Employee’s timely execution and non-revocation of this Agreement and (ii) Employee’s compliance with its terms, 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.]
[// GUIDANCE: Confirm compliance with Internal Revenue Code § 409A if payments could extend beyond 2½ months after the end of the year of separation.]
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.
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 any and all Claims arising on or before the Agreement Effective Date, including but not limited to Claims under Title VII of the Civil Rights Act, the ADEA, the ADA, the FMLA, the FLSA, the Oklahoma Anti-Discrimination Act, common-law tort or contract, and any other federal, state, or local law.
(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 the Agreement Effective Date.
(d) No Interference. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with, providing information to, or participating in an investigation or proceeding before any federal, state, or local governmental agency. However, Employee waives the right to recover individual relief (including monetary damages) for Claims released herein, except where such waiver is prohibited by law.
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 not disclose Confidential Information except as required by law or with the Company’s prior written consent.
5.2 Non-Disparagement. Employee shall not make statements that disparage or harm the reputation of the Company Released Parties. The Company shall instruct its executive officers and directors not to disparage Employee.
5.3 Non-Solicitation. For twelve (12) months following the Separation Date, Employee shall not, directly or indirectly, solicit for employment or hire any individual who is employed by the Company. [// GUIDANCE: Oklahoma law (15 O.S. § 219A) permits reasonable non-solicitation restrictions; do NOT insert broad non-compete language.]
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. The following constitute an “Event of Default” by Employee:
(a) Breach of Sections 5.1–5.4;
(b) Material misrepresentation in Section 4.1; or
(c) Repudiation of any obligation under this Agreement.
6.2 Notice & Cure. The Company shall provide written notice specifying the nature of the breach; Employee shall have ten (10) days to cure, if curable.
6.3 Remedies. Upon an uncured Event of Default, the Company may:
(a) Suspend or terminate unpaid Severance Benefits;
(b) Seek monetary damages not to exceed the Severance Amount; and
(c) Seek injunctive relief limited to enforcing Sections 5.1–5.4.
6.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Indemnification & Release. The mutual releases in Section 3.4 serve as the Parties’ sole indemnification obligations, except for obligations arising from a breach of this Agreement.
7.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE SEVERANCE AMOUNT.
7.3 Taxes. Employee shall be solely responsible for any federal, state, or local tax liabilities arising from the Severance Benefits, other than the Company’s statutory withholding obligations.
7.4 Force Majeure. No Party shall be liable for failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, war, or governmental action, provided prompt notice is given to the other Party.
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 Selection. The Parties consent to the exclusive jurisdiction of the state or, where federal jurisdiction exists, the federal courts located in [COUNTY], Oklahoma, for any action arising out of this Agreement, subject to Section 8.3 (Arbitration).
8.3 Arbitration (Optional). [Select ONE option before execution]
• ☐ Binding Arbitration. Any dispute arising under this Agreement shall be finally resolved by confidential arbitration administered by the American Arbitration Association in Oklahoma City under its Employment Arbitration Rules.
• ☐ Litigation. Either Party may pursue litigation in the courts designated in Section 8.2.
8.4 Jury Waiver (Optional). To the extent permitted by law, THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY in any action arising out of this Agreement.
8.5 Injunctive Relief. Notwithstanding Section 8.3, either Party may seek temporary or preliminary injunctive relief, limited to enforcing Sections 5.1–5.4, from a court of competent jurisdiction.
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.
| COMPANY | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: ________ | _____ |
| Name: [PRINTED NAME] | |
| Title: [TITLE] | |
| Date: ______ | Date: ______ |
[Optional Notary Acknowledgment – consult Oklahoma notarial requirements if notarization is desired.]
[// GUIDANCE:
1. Verify that the Employee has actually received this Agreement on the date from which the Consideration Period runs.
2. For a “group termination” (≥2 employees), insert OWBPA disclosure schedules identifying job titles and ages of all individuals in the decisional unit.
3. Confirm that no provisions (e.g., confidentiality clauses) unlawfully restrict protected whistleblower activity under 18 U.S.C. § 1833(b) or SEC Rule 21F-17.
4. Review state and local laws (e.g., Oklahoma’s medical marijuana statutes) for any additional required carve-outs.
5. Counsel should tailor Sections 5.3 (Non-Solicitation) and 6 (Remedies) to reflect the Company’s risk tolerance and the employee’s role.]