SEVERANCE AND MUTUAL RELEASE AGREEMENT

(State of Wisconsin)

[// GUIDANCE: This template is drafted for use with Wisconsin‐based employees and complies with federal requirements under the Older Workers Benefit Protection Act (OWBPA) as codified at 29 U.S.C. § 626(f). Adjust bracketed items, remove guidance notes before execution, and review state/local updates.]

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. Acknowledgments (OWBPA/ADEA)
11. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties

This Severance and Mutual Release Agreement (the “Agreement”) is entered into by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee,” and together with Employer, the “Parties”).

1.2 Effective Date

The “Effective Date” shall be the eighth (8th) calendar day after Employee signs this Agreement, provided Employee has not timely revoked acceptance pursuant to Section 10.3.

1.3 Recitals

A. Employer and Employee have mutually agreed to terminate Employee’s employment effective [TERMINATION DATE] (the “Separation Date”).
B. Employer desires to provide Employee with severance benefits in exchange for the releases, covenants, and agreements herein.
C. The Parties intend this Agreement to be final, binding, and enforceable, consistent with applicable federal and Wisconsin law.

2. DEFINITIONS

For ease of reference, capitalized terms shall have the meanings set forth below (alphabetically arranged).

“Agreement” has the meaning in Section 1.1.
“Applicable Law” means all federal, state, and local statutes, regulations, and ordinances governing the subject matter of this Agreement, including, without limitation, the Age Discrimination in Employment Act and the Wisconsin Fair Employment Act.
“Claims” means any and all actions, causes of action, suits, complaints, charges, demands, grievances, liabilities, obligations, losses, damages, judgments, fines, penalties, costs, and expenses of any kind.
“Confidential Information” has the meaning in Section 5.2.
“Covered Period” means the period commencing on the Separation Date and ending [NUMBER] months thereafter.
“Severance Benefits” has the meaning in Section 3.1.
“Severance Amount Cap” has the meaning in Section 7.3.

[// GUIDANCE: Add or delete definitions to fit the transaction.]

3. OPERATIVE PROVISIONS

3.1 Severance Benefits and Consideration

In consideration for Employee’s execution, non-revocation, and compliance with this Agreement, Employer shall provide:

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

b. COBRA Subsidy: Employer shall pay [percentage]% of Employee’s COBRA premiums for [NUMBER] months following the Separation Date, or until Employee becomes eligible for other group health coverage, whichever occurs first.

c. Outplacement Assistance: [DESCRIPTION / N/A].

[// GUIDANCE: Severance must be consideration above anything already owed. Confirm compliance with any employer policy or plan.]

3.2 Conditions Precedent

Employer’s obligation to pay or provide any Severance Benefits is conditioned upon:
(i) Employee’s timely execution and non-revocation of this Agreement;
(ii) Employee’s continued compliance with Sections 5 and 6; and
(iii) The absence of any material breach by Employee of representations in Section 4.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform under this Agreement.

4.2 Employee Specific. Employee represents and warrants that:
a. Employee has returned (or will return within two [2] business days of the Separation Date) all Employer property;
b. Employee has not filed, and is not aware of, any complaints or charges against Employer except as expressly disclosed in writing prior to execution;
c. Employee has had at least twenty-one (21) days to consider this Agreement (or forty-five [45] days in the case of a group termination – see Section 10.2).

4.3 Survival. The representations in this Section survive the Separation Date for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Non-Disparagement

Employee shall not disparage Employer, its affiliates, or their respective officers, directors, or employees. Employer shall direct its C-suite and HR leadership not to disparage Employee. Statements compelled by law or truthful testimony under subpoena are exempt.

5.2 Confidentiality

Employee acknowledges continuing obligations under any pre-existing confidentiality or proprietary information agreements. In addition, Employee shall maintain the confidentiality of:
(i) trade secrets, proprietary data, and business strategies; and
(ii) the terms of this Agreement, except to Employee’s spouse, attorney, tax advisor, or as otherwise required by law.

5.3 Restricted Activities

During the Covered Period, Employee shall not:
a. Solicit, induce, or attempt to induce any employee of Employer to leave employment;
b. Interfere with Employer’s existing or prospective client relationships;
c. Use or disclose Confidential Information in competition with Employer.

[// GUIDANCE: Wisconsin non-compete clauses must be “necessary for the protection of the employer” and reasonably limited in time and geography. Tailor or delete if unenforceable.]

5.4 Return of Property

Employee affirms that all physical and electronic Employer property, including documents and access credentials, will be returned by the Separation Date.

5.5 Continued Cooperation

Upon reasonable request, Employee will cooperate with Employer in any pending or future investigation, litigation, or audit that relates to matters within Employee’s knowledge.

6. DEFAULT & REMEDIES

6.1 Events of Default
a. Employee fails to comply with Section 5;
b. Any representation in Section 4 is materially false;
c. Employer fails to pay Severance Benefits as required.

6.2 Notice and Cure
The non-defaulting Party must give written notice specifying the default. The defaulting Party has ten (10) calendar days to cure, except breaches of confidentiality or restrictive covenants, for which no cure period applies.

6.3 Graduated Remedies
a. Monetary Damages: Reimbursement of Severance Benefits (for Employee breach) or unpaid Severance Benefits plus interest (for Employer breach).
b. Injunctive Relief: Limited to restraining ongoing breaches of Sections 5.1–5.3; no bond required.
c. Attorneys’ Fees: Prevailing Party is entitled to reasonable fees and costs.

7. RISK ALLOCATION

7.1 Mutual Release of Claims

Subject to Section 7.2 and the carve-outs in Section 7.4, each Party hereby irrevocably and unconditionally releases and forever discharges the other Party and its affiliates, successors, and assigns from any and all Claims arising on or before the Effective Date.

7.2 Specific Scope of Employee Release

Employee’s release expressly includes Claims under:
• Title VII of the Civil Rights Act;
• Age Discrimination in Employment Act (as amended by OWBPA);
• Americans with Disabilities Act;
• Wisconsin Fair Employment Act;
• Any federal, state, or local wage and hour law;
• Common law tort and contract claims.

7.3 Limitation of Liability

The maximum aggregate liability of Employer, its affiliates, and their officers, directors, and employees for any matter arising out of or relating to this Agreement shall not exceed the cash Severance Benefits actually paid to Employee (the “Severance Amount Cap”).

7.4 Claims Not Released

Notwithstanding Sections 7.1–7.2, nothing herein waives:
a. Employee’s rights to enforce this Agreement;
b. Claims for workers’ compensation or unemployment benefits;
c. Rights to vested benefits under Employer’s qualified retirement plans;
d. The right to file a charge with the EEOC or Wisconsin Equal Rights Division (though Employee waives the right to personal relief to the maximum extent permitted by law).

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin and, where applicable, federal law, without regard to conflicts-of-law principles.

8.2 Forum Selection

Any action arising out of or relating to this Agreement shall be brought exclusively in (i) the state courts of Wisconsin sitting in [COUNTY] or (ii) the United States District Court for the [EASTERN/WESTERN] District of Wisconsin.

8.3 Optional Arbitration

[ARBITRATION PROVISION—INSERT OR DELETE]
[// GUIDANCE: If elected, incorporate AAA or JAMS rules, specify cost allocation, and comply with 9 U.S.C. § 1 et seq.]

8.4 Jury Trial Waiver (Optional)

[// GUIDANCE: Wisconsin permits contractual jury waivers in commercial contexts. Insert only if mutually agreed.]
THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

8.5 Injunctive Relief

Nothing in this Section 8 restricts either Party from seeking limited injunctive relief to enforce Sections 5.1–5.3, consistent with Section 6.3(b).

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No modification shall be effective unless in writing and signed by both Parties. Failure to enforce any term is not a waiver.

9.2 Assignment. Employee may not assign rights or delegate duties under this Agreement. Employer may assign to a successor by merger, acquisition, or sale of substantially all assets.

9.3 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid, the remainder shall be enforced, and the court shall modify the offending provision to the minimum extent necessary to render it valid.

9.5 Integration. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements relating to the subject matter, except any existing confidentiality or invention-assignment agreements, which survive.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by PDF or electronic signature platform shall be deemed original.

10. ACKNOWLEDGMENTS (OWBPA / ADEA)

10.1 General

Employee acknowledges that the release of age discrimination claims is governed by the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f) (2018), and affirms the following.

10.2 Consideration Period

Employee was given at least
• Twenty-one (21) days to consider this Agreement (for an individual termination); OR
• Forty-five (45) days to consider this Agreement (for terminations pursuant to an exit incentive or other employment termination program).

[// GUIDANCE: For group terminations, attach the OWBPA-required disclosure of job titles/ages.]

10.3 Revocation Period

Employee may revoke acceptance of this Agreement within seven (7) calendar days after signing by delivering written notice to [CONTACT NAME & ADDRESS]. This Agreement becomes effective on the eighth (8th) day after Employee’s signature if not revoked.

10.4 Advice of Counsel

Employee is hereby advised in writing to consult with an attorney before executing this Agreement and acknowledges either having done so or voluntarily declining to do so.

10.5 Knowing and Voluntary

Employee enters into this Agreement knowingly and voluntarily, without coercion or duress, and understands its terms and consequences.

11. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Severance and Mutual Release Agreement as of the dates set forth below.

[// GUIDANCE: Notarization is generally not required for severance agreements in Wisconsin but may be added for additional formality.]

End of Document