Severance Agreement - Oregon

SEVERANCE AND GENERAL RELEASE AGREEMENT

(Oregon – Comprehensive Template)

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 Employee’s timely execution and non-revocation of this Agreement, 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.

3.2 Accrued Obligations

If the Company discharges Employee or employment ends by mutual agreement, earned and unpaid wages are due no later than the end of the first business day after termination. If Employee quits, payment timing depends on the notice and time-record rules in ORS 652.140(2). Accrued leave is payable when required by an applicable agreement or policy. Final Compensation is due regardless of whether Employee signs 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.
f. No Future Claims: The release does not cover rights or claims arising after Employee signs this Agreement.
g. Additional Consideration: The Severance Benefits exceed anything of value to which Employee is already entitled.
h. 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).
i. 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.

3.5 Conditions Precedent

The Company’s obligation to provide the Severance Benefits is conditioned only on Employee’s timely execution and non-revocation of this Agreement. Final Compensation and other amounts already owed are not conditioned on this Agreement.

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, based on acts occurring on or before the date Employee signs this Agreement, 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 waives claims arising after Employee signs, unemployment or workers’ compensation rights, vested plan benefits, rights that cannot lawfully be waived, or the right to enforce this Agreement. 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).

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

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, protected discussions of wages or working conditions, or disclosure of unlawful discrimination or sexual assault.

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 protect legitimate trade secrets and non-public proprietary information. The Agreement itself and facts concerning unlawful discrimination or sexual assault are not designated categorically confidential. ORS 659A.370 restricts employer-required nondisclosure and nondisparagement provisions concerning that conduct.

5.4 Restrictive Covenants (Oregon Compliance)

No noncompetition or non-solicitation covenant is included. Any separate covenant must be reviewed under current Oregon law, including ORS 653.295 and current BOLI threshold guidance.

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 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 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 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.

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 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 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
An action concerning this Agreement may be filed in an Oregon 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 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.

[Optional Notary Acknowledgment]

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

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
• ORS Chapter 652
• ORS Chapter 653
• ORS Chapter 659A
• Oregon BOLI — Noncompetition Agreements