SEVERANCE AND MUTUAL RELEASE AGREEMENT
(Utah – Comprehensive Template)
[// GUIDANCE: This template is drafted for a single-employee separation in Utah and assumes the employee is 40 years of age or older. For group reductions-in-force, the OWBPA disclosure obligations and 45-day consideration period must be substituted. Insert all bracketed placeholders and delete guidance boxes before finalization.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibit A – OWBPA Acknowledgment & Revocation Form
- Exhibit B – Return of Employer Property Schedule
1. DOCUMENT HEADER
1.1 Title
SEVERANCE AND MUTUAL RELEASE AGREEMENT (this “Agreement”)
1.2 Parties
This Agreement is entered into by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] corporation (“Employer”), and [EMPLOYEE FULL LEGAL NAME] (“Employee”) (collectively, the “Parties”).
1.3 Recitals
A. Employee’s employment with Employer will terminate effective [TERMINATION DATE] (“Separation Date”).
B. Employer desires to provide Employee with severance benefits in exchange for a full and knowing release of claims, including those arising under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621–634 (“ADEA”), and Employee wishes to accept such benefits subject to the terms herein.
C. The Parties intend this Agreement to comply with, and be enforceable under, the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 626(f).
NOW, THEREFORE, in consideration of the mutual promises contained herein and 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 terms have the meanings set forth below:
“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.
“Confidential Information” – All non-public information concerning Employer or its Affiliates, including trade secrets, customer lists, financial data, and proprietary methods, whether in tangible or intangible form.
“Consideration Period” – The period ending at 11:59 p.m. MT on the date that is [CONSIDERATION_PERIOD_DAYS] calendar days after Employee’s receipt of this Agreement.
“Revocation Period” – The seven (7) calendar days immediately following Employee’s execution of this Agreement, as required by 29 U.S.C. § 626(f)(1)(G).
“Severance Benefits” – The aggregate monetary and non-monetary consideration described in Section 3.1, capped as provided in Section 7.3.
“Utah Courts” – The state and federal courts situated within the State of Utah.
Additional capitalized terms are defined contextually within this Agreement.
3. OPERATIVE PROVISIONS
3.1 Severance Benefits
Subject to Employee’s timely execution, non-revocation, and ongoing compliance:
a. Severance Payment: A lump-sum cash payment of [SEVERANCE AMOUNT] (less applicable withholding) within ten (10) business days after the Revocation Period expires.
b. COBRA Subsidy: Employer will subsidize the employer-portion of Employee’s COBRA premiums through [COBRA_SUBSIDY_END_DATE], unless Employee becomes covered under another group health plan sooner.
c. Outplacement Services: Up to [OUTPLACEMENT_VALUE] in outplacement assistance, to be completed within six (6) months of the Separation Date.
[// GUIDANCE: Confirm non-discriminatory severance practices under Utah Code Ann. § 34A-5-101 et seq.]
3.2 Conditions Precedent
Employer’s obligations are conditioned upon:
i. Receipt of an executed original of this Agreement within the Consideration Period;
ii. Expiration of the Revocation Period without revocation; and
iii. Return of all Employer Property per Exhibit B.
3.3 Taxes
Employee is solely responsible for any federal, state, or local taxes applicable to the Severance Benefits. Employer makes no representations regarding tax treatment.
3.4 No Re-Employment
Employee waives any right to reinstatement or re-employment with Employer or its Affiliates.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform this Agreement.
4.2 Employee Specific. Employee represents and warrants that:
a. Employee has reported all work-related injuries and is not aware of any unreported occupational illness;
b. Employee has not filed any charge, complaint, or lawsuit against Employer that is not expressly released herein;
c. Employee is not relying on any statement or promise not set forth in this Agreement.
4.3 Survival. The representations and warranties in this Section survive the Separation Date and the termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality
Employee shall not disclose the terms of this Agreement or any Confidential Information, except to Employee’s immediate family, tax or legal advisors, or as required by law.
5.2 Non-Disparagement
Neither Party shall make any statement that disparages the other Party or its personnel. This provision does not restrict truthful testimony under subpoena or court order.
5.3 Cooperation
Employee agrees to reasonably assist Employer in pending or future proceedings relating to matters of which Employee has knowledge, provided Employer pays reasonable out-of-pocket expenses.
5.4 Restrictive Covenants Incorporated
Any existing non-competition, non-solicitation, or proprietary rights agreements between the Parties remain in full force and effect and are incorporated herein by reference.
6. DEFAULT & REMEDIES
6.1 Events of Default
a. Employee’s breach of Sections 5.1–5.3;
b. Employer’s failure to deliver Severance Benefits when due.
6.2 Notice & Cure
The non-defaulting Party shall provide written notice specifying the breach. The defaulting Party shall have ten (10) days to cure, except breaches of confidentiality, which are not subject to cure.
6.3 Graduated Remedies
a. For Employee’s uncured breach: (i) forfeiture and repayment of Severance Benefits; (ii) injunctive relief limited to enforcement of Sections 5.1–5.3; and (iii) actual damages.
b. For Employer’s uncured breach: (i) accelerated payment of any unpaid Severance Benefits; and (ii) reasonable attorney fees incurred to enforce this Agreement.
7. RISK ALLOCATION
7.1 Mutual Release of Claims
a. Employee Release. Subject to Section 7.2, Employee irrevocably releases Employer, its Affiliates, and their officers, directors, employees, and agents (“Released Parties”) from any and all claims, known or unknown, arising on or before the date Employee signs this Agreement, including but not limited to:
• ADEA and OWBPA (29 U.S.C. §§ 621–634);
• Title VII, ADA, FMLA, ERISA, the Utah Antidiscrimination Act, wage claims, tort, contract, or equity.
b. Employer Release. Employer releases Employee from any claim arising out of Employee’s employment, except for (i) criminal conduct, (ii) fraud, or (iii) intentional misconduct occurring before the Separation Date.
[// GUIDANCE: Utah public policy prohibits waiver of workers’ compensation and unemployment benefits; such rights are expressly excluded in Section 7.2.]
7.2 Exclusions from Release
The Releases do NOT waive: (i) claims arising after the Effective Date; (ii) vested retirement benefits; (iii) rights to file or participate in an administrative charge with the EEOC or Utah Labor Commission (though Employee waives the right to personal monetary recovery); (iv) benefits under this Agreement; or (v) claims that cannot legally be waived.
7.3 Limitation of Liability
Except for obligations under Sections 5.1–5.3, each Party’s aggregate liability under this Agreement shall not exceed the Severance Amount actually paid or payable.
7.4 Indemnification
Each Party shall indemnify and hold the other harmless from any third-party claims brought in contravention of the releasing Party’s warranties herein.
7.5 Force Majeure
Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including natural disasters, war, or government action, provided the affected Party promptly notifies the other.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by federal employment law and the laws of the State of Utah, without regard to its conflict-of-laws rules.
8.2 Forum Selection
Subject to Section 8.3, any action arising out of this Agreement shall be brought exclusively in Utah Courts, and the Parties consent to personal jurisdiction therein.
8.3 Arbitration (Optional)
[ARBITRATION ELECTION: [SELECT “APPLICABLE” OR “NOT APPLICABLE”]]
a. If “Applicable,” any claim, except for injunctive relief under Section 6.3, shall be finally resolved by confidential arbitration before a single arbitrator under the JAMS Employment Arbitration Rules in Salt Lake City, Utah. Judgment on the award may be entered in any court of competent jurisdiction.
b. If “Not Applicable,” Section 8.2 controls.
8.4 Jury Trial Waiver (Optional)
[// GUIDANCE: Remove if Employer does not desire waiver.]
THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.
8.5 Injunctive Relief
The Parties agree that injunctive relief shall be limited solely to enforce Sections 5.1–5.3. No bond shall be required for such relief, to the extent permitted by law.
9. GENERAL PROVISIONS
9.1 Entire Agreement
This document constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior understandings.
9.2 Amendment & Waiver
No modification is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.
9.3 Assignment
Employee may not assign this Agreement. Employer may assign to a successor by merger or asset sale.
9.4 Successors & Assigns
This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
9.5 Severability & Reformation
If any provision is held invalid, the remainder shall remain enforceable. A court may modify any overbroad covenant to the minimum extent necessary to render it lawful.
9.6 Notices
All notices shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt), or (iii) by nationally recognized overnight courier to the addresses below or as updated by notice.
9.7 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is an original. Electronic signatures and scanned copies shall be deemed originals.
9.8 Headings
Headings are for convenience only and do not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below (the date of Employee’s signature, after any Revocation Period, being the “Effective Date”).
| Employer | Employee |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE FULL LEGAL NAME] |
| By: _________ | _____ |
| Name: [AUTHORIZED SIGNATORY] | |
| Title: ______ | |
| Date: _______ | Date: ______ |
[OPTIONAL NOTARY BLOCK – UTAH]
State of Utah )
County of __ ) ss.:
On this ___ day of __, 20__, before me, the undersigned Notary Public, personally appeared ___, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument, and acknowledged that he/she executed the same.
Notary Public: __
My Commission Expires: ___
11. EXHIBIT A
OWBPA ACKNOWLEDGMENT & REVOCATION FORM
Employee hereby acknowledges that:
1. Employee received this Agreement on ___, 20.
2. Employee was advised in writing to consult an attorney prior to signing.
3. Employee has [CONSIDERATION_PERIOD_DAYS] days to consider the Agreement.
4. Employee may revoke the Agreement within seven (7) days after signing by delivering written notice to [EMPLOYER CONTACT] at [ADDRESS].
5. The Agreement becomes effective on the eighth (8th) day after Employee signs, provided Employee does not revoke it.
Employee: _____
Date: _____
12. EXHIBIT B
RETURN OF EMPLOYER PROPERTY SCHEDULE
Employee shall return the following no later than the Separation Date (or earlier upon Employer’s request):
• Laptop computer (Asset Tag #_)
• Mobile phone (IMEI #_)
• Security access cards & keys
• All Confidential Information in any medium, including cloud storage credentials
• Company credit card (last four digits ____)
[// GUIDANCE: Add or delete items as necessary.]
END OF AGREEMENT