Severance Agreement - Virginia

SEVERANCE AND GENERAL RELEASE AGREEMENT

(Virginia – 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 as of [DATE] by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the “Company”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”). The Company and Employee are the “Parties.”

RECITALS

A. Employee’s employment with the Company will terminate effective [SEPARATION DATE] (the “Separation Date”).
B. The Company wishes to provide consideration beyond amounts already owed in exchange for the promises and release below.
C. The Parties wish to resolve matters arising from Employee’s employment and separation without restricting rights that cannot lawfully be waived.

2. DEFINITIONS

“Accrued Obligations” means wages, compensation, contractual separation or leave pay, reimbursable expenses, and other amounts earned or due through the Separation Date under applicable law, policy, or agreement.

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

“Consideration Period” means [21] days for an individual termination or [45] days for an exit incentive or other group termination program covered by 29 U.S.C. § 626(f)(1)(F).

“Effective Date” means the eighth calendar day after Employee signs this Agreement, provided Employee has not timely revoked it.

“OWBPA” means the Older Workers Benefit Protection Act, including 29 U.S.C. § 626(f).

“Severance Benefits” means the consideration described in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Severance Benefits

Subject to timely execution and non-revocation, the Company will provide:

a. Cash Severance: $[AMOUNT], less lawful withholdings, paid [IN A LUMP SUM / IN INSTALLMENTS DESCRIBED HERE] beginning within [NUMBER] business days after the Effective Date.

b. COBRA Subsidy: [DESCRIBE SUBSIDY, DURATION, AND EARLY-TERMINATION EVENTS].

c. Outplacement or Other Benefits: [DESCRIBE ANY ADDITIONAL CONSIDERATION].

3.2 Accrued Obligations and Virginia Final Pay

All wages due for work performed before termination must be paid on or before the date on which Employee would have been paid had employment continued. Identify separately any accrued leave or other benefits payable under Company policy or agreement; Va. Code § 40.1-29 does not by itself list accrued PTO as wages. Accrued Obligations are due regardless of whether Employee signs or revokes this Agreement.

3.3 OWBPA Review and Revocation Rights

a. Employee is advised in writing to consult with an attorney before signing.

b. Employee has the full Consideration Period to review this Agreement and may sign earlier voluntarily, without being induced to do so by fraud, misrepresentation, or a threat to withdraw or alter the offer before that period expires.

c. Employee may revoke within seven calendar days after signing by delivering written notice to [NAME, TITLE, ADDRESS, EMAIL] before the deadline. The ADEA waiver is not effective until that period expires.

d. The release expressly covers ADEA claims through the signing date, but no right or claim arising after signing.

e. The Severance Benefits are consideration beyond anything of value to which Employee is already entitled.

f. If the 45-day period applies, the Company must provide at the beginning of that period the decisional-unit, eligibility-factor, time-limit, job-title, and age information required by 29 U.S.C. § 626(f)(1)(H).

g. Nothing requires tender back of consideration or imposes a condition precedent, penalty, attorney-fee liability, damages, or other limitation that adversely affects Employee’s right to challenge the validity of the ADEA waiver. 29 C.F.R. § 1625.23.

3.4 Release of Claims

a. Employee Release: Subject to Section 3.4(c), Employee releases the Company and its current and former parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents, and benefit plans from claims based on acts occurring on or before the date Employee signs, including employment, compensation, separation, contract, tort, and federal, state, or local employment-law claims.

b. Company Release: Subject to Section 3.4(c), the Company releases Employee and Employee’s heirs and assigns from claims arising from employment or separation that the Company knows about through the Effective Date, except claims involving fraud, theft, intentional destruction of property, or obligations created by this Agreement.

c. Preserved Rights: Nothing waives claims arising after Employee signs; unemployment or workers’ compensation rights; vested plan benefits; Accrued Obligations; rights that cannot lawfully be waived; or the right to enforce this Agreement. Nothing restricts Employee from communicating with, filing a charge with, or participating before a government agency; receiving an agency award where permitted by law; making protected whistleblower disclosures; or discussing wages, hours, or working conditions protected by 29 U.S.C. § 157.

3.5 No Admission

This Agreement is a compromise and does not constitute an admission of liability or wrongdoing.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents that Employee has not assigned any released claim and has disclosed any pending claim in Schedule A.

4.2 The Company represents that its signatory is authorized to execute this Agreement.

4.3 No representation limits a protected report, government communication, testimony, or legal challenge to the release.

5. COVENANTS & RESTRICTIONS

5.1 Limited Non-Disparagement

For [TIME PERIOD], neither Party will knowingly make a false statement of fact intended to harm the other’s reputation. This does not restrict truthful statements, legal process, government communications, protected concerted activity, or disclosure of suspected unlawful conduct.

5.2 Return of Company Property

By [DATE], Employee will return Company equipment, records, keys, access credentials, and other property. This does not require destruction of personal employment records, documents relating to a government charge, or information lawfully retained to report suspected violations.

5.3 Confidential Information and DTSA Notice

Employee will continue to protect legitimate trade secrets and non-public proprietary information. This does not designate the Agreement or alleged unlawful conduct categorically confidential. No clause is intended to operate as a condition-of-employment provision concealing details of a sexual-assault or sexual-harassment claim contrary to Va. Code § 40.1-28.01. Under 18 U.S.C. § 1833(b), an individual may disclose a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or in a complaint or other filing made under seal, and may make protected disclosures to an attorney in an anti-retaliation action subject to the statute’s sealing rules.

5.4 Restrictive Covenants

No noncompetition or employee/customer non-solicitation covenant is included. Any separate post-employment restriction requires independent Virginia-law review.

5.5 Cooperation

On reasonable notice, Employee will provide reasonable cooperation regarding matters within Employee’s former responsibilities. The Company will reimburse approved out-of-pocket expenses, and cooperation will not interfere unreasonably with new employment.

6. DEFAULT & REMEDIES

6.1 A Party alleging material breach will give written notice and, if the breach is curable, ten calendar days to cure.

6.2 A Party may pursue lawful contract remedies for proven material breach. No remedy delays Accrued Obligations, creates a general prevailing-party fee shift, requires repayment merely for filing or participating in an agency matter, or penalizes a good-faith challenge to the release.

6.3 A court of competent jurisdiction may grant narrowly tailored temporary relief necessary to prevent irreparable harm.

7. RISK ALLOCATION

This Agreement does not impose employee indemnity, a liability cap, a force-majeure excuse for payment, a severance clawback, or a release-challenge penalty.

8. DISPUTE RESOLUTION

8.1 Virginia law and applicable federal law govern, without regard to conflict-of-laws principles.

8.2 An action may be filed in a Virginia state or federal court with subject-matter and personal jurisdiction and proper venue.

8.3 No arbitration clause is included. If arbitration is selected, use a separately reviewed addendum addressing formation, costs, discovery, remedies, and governing law.

8.4 No predispute jury waiver is included.

9. GENERAL PROVISIONS

9.1 Amendments and waivers must be in a writing signed by the affected Parties.

9.2 The Company may assign this Agreement to a successor that assumes its obligations. Employee may not assign personal obligations but may assign payment rights where law permits.

9.3 If a provision is unenforceable, it will be severed or narrowed only to the extent permitted by law; the remainder will continue in effect.

9.4 This Agreement is the entire agreement concerning separation, except [IDENTIFY SURVIVING AGREEMENTS].

9.5 Counterparts and electronic signatures are effective as originals.

10. EXECUTION BLOCK

Schedule A – Pending Claims: [NONE / DESCRIBE]

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
• Va. Code § 40.1-29
• Va. Code § 40.1-28.01