Severance Agreement - Oregon

SEVERANCE AND GENERAL RELEASE AGREEMENT

(Oregon)

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, leave, and reimbursable business expenses earned or incurred through the Separation Date to the extent payable under the governing agreement, policy, or law.

“ADEA” – The Age Discrimination in Employment Act, including the waiver requirements in 29 U.S.C. § 626(f).

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

“Consideration Period” – The period selected under Section 3.4, beginning when Employee receives this Agreement and any required group disclosure.

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

“Effective Date” – The later of the eighth calendar day after Employee signs or the date the Company signs, provided Employee has not timely revoked under Section 3.4.

“OWBPA” – The Older Workers Benefit Protection Act waiver requirements in 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.

d. Additional Benefits [optional]: ☐ Reference letter: [SIGNER AND TERMS]. ☐ Additional equity treatment: [AWARD AND PLAN TERMS]. ☐ Other: [DESCRIPTION].

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, subject to the collective bargaining exception and other qualifications in ORS 652.140. If Employee quits without a definite-period contract, 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. Complete the payment ledger below; wages and other amounts already owed do not depend on this Agreement.

3.3 Tax Withholding

The Company shall treat employee cash severance as wages, make applicable payroll withholdings, and report it on Form W-2. Employee is responsible for taxes due beyond Company withholding.

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: Select before delivery: ☐ Employee has at least 21 days for an individual ADEA waiver. ☐ Employee has at least 45 days for an exit incentive or other employment termination program offered to a group or class. ☐ A filed charge or court action requires a separately reviewed settlement waiver under 29 U.S.C. § 626(f)(2), with a reasonable consideration period stated in the attachment: [ATTACHMENT AND PERIOD].
c. Voluntary Execution: Employee acknowledges that execution of this Agreement is knowing and voluntary.
d. Revocation Period: Employee may revoke this Agreement within seven calendar days after signing by delivering written notice to [CONTACT NAME, DELIVERY METHOD, ADDRESS OR EMAIL] no later than the end of the seventh calendar day.
e. Effective Date: This Agreement becomes effective on the later of the eighth calendar day after Employee signs or the date the Company signs, provided Employee has not revoked.
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 complete and give Employee Schedule B at the beginning of that period as 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, or another limitation adversely affecting Employee’s right to challenge the ADEA waiver. Attorneys’ fees or costs specifically authorized under federal law are unaffected. 29 C.F.R. § 1625.23.
j. Age Coverage: ☐ Employee is at least 40 years old and the completed ADEA waiver route applies. ☐ Employee is younger than 40 years old and no ADEA claim is released.

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 wages and other amounts already owed are not conditioned on this Agreement.

3.6 Mutual Release of Claims

a. Release by Employee:
In exchange for additional Severance Benefits, Employee releases the Company and the related persons or entities specifically listed here by legal name and capacity: [RELEASED PARTIES / NONE] (the “Released Company Parties”), from lawfully waivable claims based on acts occurring on or before the date Employee signs this Agreement. This includes waivable employment discrimination, contract, and tort claims, and an ADEA claim only if the applicable Section 3.4 route is completed. The release is subject to Section 3.6(c).

b. Release by Company:
The Company releases Employee from claims the Company has based on acts occurring on or before Employee signs this Agreement, excluding fraud, embezzlement, willful misconduct, and claims that cannot lawfully be waived.

c. Carve-Outs and Preserved Rights:
This private agreement does not release an Employee claim for unpaid minimum wages or overtime under the Fair Labor Standards Act, 29 U.S.C. §§ 206–207 and 216. Nothing waives claims arising after Employee signs, final wages, 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 identifies any known pending complaint, claim, or action against a Released Company Party in Schedule A; this disclosure does not restrict protected government communications;
b. Employee has not assigned or transferred any claim released herein;
c. Employee has returned or will return Company property in accordance with Section 5.2; and
d. Any wages, compensation, or benefits that remain owed through the Separation Date appear in the payment ledger under Section 3.2.

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

Employee shall return Company property listed below. The Parties shall record the method and receipt, preserve material subject to a lawful hold, and identify Employee personal information separately. No deletion is required when law or a preserved right permits retention.

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. If Employee requests a settlement confidentiality, nondisparagement, or no-rehire term for a covered claim, attach a separately reviewed term, provide the workplace fairness policy under ORS 659A.370 and 659A.375, and preserve the statutory seven-day revocation right.

Trade secret immunity notice. Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal. An individual suing for retaliation for reporting a suspected violation of law may disclose the trade secret to counsel and use it in the proceeding if any document containing it is filed under seal and the individual does not otherwise disclose it except by court order.

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 the conditions and annually adjusted threshold in ORS 653.295. Identify any existing agreement intended to survive this separation: [TITLE, DATE, AND TREATMENT / NONE].

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, within these agreed limits: [MATTERS, MAXIMUM HOURS, NOTICE PERIOD, CONTACT, AND ANY COMPENSATION]. This obligation does not restrict protected government communications or testimony.

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) calendar 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 wages, 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 a provision is held invalid or unenforceable, the Parties ask that any lawful remainder be enforced and that modification occur only if applicable law permits.

9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes prior agreements, oral or written, except for existing agreements expressly identified in Section 5.4 that lawfully continue.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. The Parties consent to electronic execution where applicable law permits it.

9.7 Notices
Except for a revocation notice under Section 3.4(d), a notice under this Agreement shall be sent to the applicable address or email below by [DELIVERY METHOD] and is effective [RECEIPT RULE]. The Parties may update their contact details by written notice.

Company: [CONTACT NAME, POSTAL ADDRESS, EMAIL]. Employee: [POSTAL ADDRESS, EMAIL].

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

Identify any pending administrative charge, court action, workers' compensation matter, or benefit appeal requiring separate treatment: [MATTER, AGENCY OR COURT, CASE NUMBER / NONE].

SCHEDULE B — GROUP OR CLASS PROGRAM DISCLOSURES

Complete and deliver this schedule with the Agreement when the group or class ADEA route is selected. Otherwise mark Not applicable: [APPLICABLE / NOT APPLICABLE].

Decisional unit or group covered by the program: [SPECIFY UNIT AND BOUNDARIES]

Eligibility factors: [SPECIFY FACTORS]

Program time limits: [SPECIFY START, END, AND ELECTION DEADLINES]

Job titles and individual ages of all employees eligible or selected for the program:

Individual ages of employees in the same job classification or organizational unit who were not eligible or selected:

Attach additional rows as needed. Do not identify employees by name in this disclosure.

Sources and References

• Current ORS Chapter 652
• Current ORS Chapter 653
• Current ORS Chapter 659A
• 29 U.S.C. § 626
• 29 U.S.C. § 631
• 29 U.S.C. § 157
• 18 U.S.C. § 1833
• 29 C.F.R. §§ 1625.22–1625.23
• IRS Publication 15