SEVERANCE AND GENERAL RELEASE AGREEMENT

(Oregon – Comprehensive Template)

[// GUIDANCE: This template is drafted for a single-employee separation in Oregon, incorporating (i) federal Age Discrimination in Employment Act (“ADEA”) waiver requirements under 29 U.S.C. § 626(f), (ii) Oregon-specific employment statutes, and (iii) the metadata specifications supplied. Bracketed items must be customized. Remove all guidance comments and brackets before final execution.]

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

SEVERANCE AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of [DATE] (the “Execution Date”) by and between [EMPLOYER LEGAL NAME], an [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the “Company”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee,” and together with the Company, the “Parties,” and each a “Party”).

RECITALS

A. Employee’s employment with the Company will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. The Parties desire to resolve amicably any and all matters arising out of Employee’s employment and separation therefrom.
C. In consideration of the mutual promises set forth herein, the Parties agree as follows.

NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein) and the mutual covenants contained herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in alphabetical order and are used throughout this Agreement with initial capital letters.

“Accrued Obligations” – Salary, wages, accrued but unused vacation or paid time off, and reimbursable business expenses earned or incurred through the Separation Date, payable in accordance with applicable law.

“ADEA” – The Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.

“Agreement” – This Severance and General Release Agreement, including all exhibits and schedules.

“Consideration Period” – The [21]/[45]-day period during which Employee may review and consider this Agreement prior to execution, as required by 29 U.S.C. § 626(f)(1)(F)(i).

“COBRA” – The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Effective Date” – The eighth (8th) calendar day after Employee signs this Agreement, provided Employee has not timely revoked pursuant to Section 3.4.

“OWBPA” – The Older Workers Benefit Protection Act, Pub. L. No. 101-433 (codified in part at 29 U.S.C. § 626(f)).

“Release” – The mutual release of claims set forth in Section 3.6.

“Revocation Period” – The seven (7) calendar-day period following Employee’s execution of this Agreement during which Employee may revoke acceptance.

“Severance Benefits” – The consideration described in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Severance Benefits

Subject to (i) Employee’s timely execution, non-revocation, and continued compliance with this Agreement, and (ii) Section 3.5 (Conditions Precedent), the Company shall provide Employee with the following Severance Benefits:

a. Cash Severance: A lump-sum payment equal to $[AMOUNT] (the “Severance Amount”), less applicable withholdings, payable within ten (10) business days after the Effective Date.

b. COBRA Subsidy: Payment of the employer portion of monthly COBRA premiums for Employee (and eligible dependents) for up to [NUMBER] months following the Separation Date or until Employee becomes eligible for other group health coverage, whichever occurs first.

c. Outplacement Assistance: Up to $[AMOUNT] in outplacement services through a provider selected by the Company, to be used within twelve (12) months of the Separation Date.

[// GUIDANCE: Insert or delete additional benefits (e.g., accelerated vesting, stock option exercise extension) as appropriate.]

3.2 Accrued Obligations

The Company shall pay the Accrued Obligations in accordance with Oregon wage-payment statutes (ORS § 652.140 et seq.) irrespective of Employee’s execution of this Agreement.

3.3 Tax Withholding

All payments under this Agreement shall be subject to applicable federal, state, and local tax withholding. Employee is solely responsible for any individual tax liability arising from the Severance Benefits.

3.4 Review and Revocation Rights (OWBPA Compliance)

a. Advice to Consult Counsel: Employee is hereby advised in writing to consult with an attorney prior to executing this Agreement.
b. Consideration Period: Employee has [21] days ([45] days if part of an exit incentive or group termination program) to review and consider this Agreement.
c. Voluntary Execution: Employee acknowledges that execution of this Agreement is knowing and voluntary.
d. Revocation Period: Employee may revoke this Agreement within seven (7) calendar days after execution by delivering written notice of revocation to [TITLE, ADDRESS, EMAIL] before midnight on the seventh day.
e. Effective Date: This Agreement becomes effective on the first business day following the Revocation Period.

3.5 Conditions Precedent

The Company’s obligation to provide the Severance Benefits is conditioned upon:
i. Employee’s timely execution and non-revocation of this Agreement;
ii. Employee’s continued compliance with Sections 5 (Covenants & Restrictions) and 6 (Default & Remedies); and
iii. Return of all Company Property pursuant to Section 5.2.

3.6 Mutual Release of Claims

a. Release by Employee:
Subject to the carve-outs in Section 3.6(c), Employee irrevocably and unconditionally releases and forever discharges the Company, its current and former parents, subsidiaries, affiliates, predecessors, successors, assigns, and all of their respective officers, directors, employees, shareholders, agents, and benefit plans (collectively, the “Released Company Parties”) from any and all claims, liabilities, causes of action, and damages of any nature whatsoever, whether known or unknown, suspected or unsuspected, arising on or before the Effective Date, including but not limited to:

• claims arising from or related to Employee’s employment, compensation, or termination;
• claims under federal, state, or local statutes, including, without limitation, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Oregon Family Leave Act, ORS Chapter 659A, the Oregon Wage and Hour Laws, and the ADEA;
• claims sounding in contract or tort; and
• claims for attorneys’ fees and costs.

b. Release by Company:
Subject to the carve-outs in Section 3.6(c), the Company, on behalf of itself and the other Released Company Parties, irrevocably and unconditionally releases Employee and Employee’s heirs and assigns from any and all claims arising out of or relating to Employee’s employment or separation therefrom, known or unknown, through the Effective Date.

c. Carve-Outs and Preserved Rights:
Nothing in this Agreement shall be construed to waive or limit (i) claims that arise after the Effective Date, (ii) Employee’s rights to unemployment or workers’ compensation benefits, (iii) vested benefits under any qualified retirement plan, (iv) Employee’s right to file or cooperate in a charge with the Equal Employment Opportunity Commission (“EEOC”) or other governmental agency (provided, however, that Employee waives any right to personal monetary recovery to the maximum extent permitted by law), (v) Employee’s immunities under 18 U.S.C. § 1833(b) (trade secret whistleblower immunity), or (vi) the Company’s right to enforce this Agreement.

3.7 No Admission of Liability

This Agreement does not constitute an admission by either Party of any wrongdoing or liability.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
a. Employee has not filed, and is not presently a party to, any complaint, claim, or action against any Released Company Party in any forum, except as expressly disclosed in Schedule A (if any);
b. Employee has not assigned or transferred any claim released herein;
c. Employee has returned or will return all Company Property in accordance with Section 5.2; and
d. Employee has been paid all wages, compensation, and benefits owed through the Separation Date, except for the Accrued Obligations.

4.2 The Company represents and warrants that the individual executing this Agreement on its behalf is duly authorized to bind the Company.

4.3 Survival: The representations and warranties in this Section 4 shall survive the Effective Date for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Non-Disparagement

Each Party agrees not to make any statement or take any action that could reasonably be expected to disparage or damage the reputation of the other Party or any Released Company Party. This covenant does not restrict truthful testimony under oath or governmental cooperation rights preserved in Section 3.6(c).

5.2 Return of Company Property

On or before the Separation Date, Employee shall return all Company Property, including but not limited to documents, records, equipment, keys, credit cards, and electronically stored information, and shall permanently delete any Company confidential information from personal devices.

5.3 Confidentiality of Agreement

Employee shall keep the terms of this Agreement confidential, except (i) as required by law, (ii) to Employee’s immediate family, tax or legal advisors who agree to maintain confidentiality, or (iii) to the extent necessary to enforce this Agreement.

5.4 Restrictive Covenants (Oregon Compliance)

[OPTIONAL NON-SOLICITATION] Employee shall not, for twelve (12) months following the Separation Date, directly or indirectly solicit any person who is an employee or customer of the Company.
[// GUIDANCE: A noncompetition covenant is generally unenforceable in Oregon absent strict statutory prerequisites (ORS § 653.295). Insert only if statutory criteria are satisfied and separate consideration is provided.]

5.5 Cooperation

Upon reasonable notice and reimbursement of out-of-pocket expenses, Employee shall cooperate with the Company in connection with any investigation, audit, or litigation related to matters within Employee’s former responsibilities.

6. DEFAULT & REMEDIES

6.1 Events of Default
a. Employee’s material breach of Sections 5.1–5.4;
b. Company’s failure to pay the Severance Amount within the time specified in Section 3.1(a).

6.2 Notice and Cure
The non-breaching Party shall provide written notice specifying the nature of the default and, if curable, a ten (10) calendar-day cure period.

6.3 Remedies
a. Company Remedies: In addition to any equitable relief, the Company may (i) cease further Severance Benefits, and (ii) recover any Severance Benefits already paid, up to the Severance Amount (the “Liability Cap”).
b. Employee Remedies: Employee may pursue monetary damages up to the Severance Amount for Company’s uncured payment default.

6.4 Injunctive Relief
Notwithstanding Section 8 (Dispute Resolution), either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm, provided such relief is limited in scope and duration to that necessary to preserve the status quo.

7. RISK ALLOCATION

7.1 Mutual Release

The Release in Section 3.6 operates as a mutual indemnification and hold-harmless provision for released matters.

7.2 Limitation of Liability

To the fullest extent permitted by law, each Party’s aggregate liability under this Agreement shall not exceed the Severance Amount, excluding (i) claims for fraud or intentional misconduct, (ii) obligations to indemnify for third-party claims not released, and (iii) equitable relief under Section 6.4.

7.3 Force Majeure

Neither Party shall be liable for failure to perform any obligation (other than payment obligations) to the extent such failure is caused by events beyond its reasonable control, including natural disasters, war, terrorism, or governmental action.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon and, where applicable, federal employment law, without regard to conflict-of-laws principles.

8.2 Forum Selection
Subject to Section 8.3, each Party consents to the exclusive jurisdiction of (i) the state courts of Oregon located in [COUNTY], or (ii) the United States District Court for the District of Oregon.

8.3 Arbitration [OPTIONAL]
[// GUIDANCE: Delete if arbitration is not desired.]
a. Election: By initialing below, the Parties agree to binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules.
Company Initial _ Employee Initial ___
b. Exceptions: Either Party may seek provisional equitable relief in court under Section 6.4.
c. Waiver of Class Actions: The arbitration shall be conducted on an individual basis only.

8.4 Jury Trial Waiver [OPTIONAL]
To the extent permitted by law, each Party knowingly waives any right to trial by jury in any proceeding arising out of this Agreement.

[// GUIDANCE: Oregon law generally enforces contractual jury waivers when knowing and voluntary.]

9. GENERAL PROVISIONS

9.1 Amendment and Waiver
No amendment or waiver of any provision 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 or delegate any rights or obligations under this Agreement. The Company may assign this Agreement to any successor or affiliate, provided the assignee assumes all obligations herein.

9.3 Successors and 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, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, oral or written, except for any existing confidentiality, invention assignment, or equity award agreements, which shall survive.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., PDF, DocuSign) shall be deemed original and binding.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Execution Date set forth above.

[NOTARY BLOCK – optional under Oregon law; include if required by corporate policy.]

Schedule A – Pending Claims
[Insert “None” or list any pending administrative or judicial claims.]

[// GUIDANCE: Final checklist
☐ Confirm Severance Amount equals Liability Cap
☐ Confirm selection (or deletion) of arbitration and jury-waiver clauses
☐ Customize Consideration Period (21 vs. 45 days)
☐ Verify compliance with any pre-existing restrictive covenants
☐ Remove guidance comments prior to circulation]