SEVERANCE AND RELEASE AGREEMENT

[// GUIDANCE: Insert Company Letterhead if customary]

TABLE OF CONTENTS

1. Document Header.........................................................1
2. Definitions.............................................................2
3. Operative Provisions....................................................4
4. Representations & Warranties............................................6
5. Covenants & Restrictions................................................7
6. Default & Remedies......................................................8
7. Risk Allocation.........................................................9
8. Dispute Resolution.....................................................10
9. General Provisions.....................................................12
10. Execution Block.......................................................14

Pagination references assume final formatting in Word/PDF.

1. DOCUMENT HEADER

1.1 Parties

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

1.2 Effective Date

The “Effective Date” shall be the date on which this Agreement is executed by the Employee after expiration of the statutory consideration period described in § 3.4(a).

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, and Employee desires to accept, certain severance benefits in exchange for a comprehensive waiver and release of claims, all upon the terms and conditions set forth herein.
C. The Parties intend that this Agreement comply with, inter alia, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act (collectively, the “ADEA”), the West Virginia Human Rights Act, W. Va. Code § 5-11-1 et seq., and all other applicable federal and state employment laws.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined in this § 2 and used elsewhere in the Agreement in the singular include the plural and vice-versa.

“Affiliate” means any entity controlling, controlled by, or under common control with Employer.
“Confidential Information” has the meaning set forth in § 5.2.
“Consideration Period” has the meaning set forth in § 3.4(a).
“Covered Claims” has the meaning set forth in § 4.1.
“Dispute” has the meaning set forth in § 8.2(a).
“Severance Benefits” has the meaning set forth in § 3.1.
“Severance Cap” has the meaning set forth in § 7.2.
“Revocation Period” has the meaning set forth in § 3.4(b).

[// GUIDANCE: Add or delete defined terms as needed based on deal specifics.]

3. OPERATIVE PROVISIONS

3.1 Severance Benefits

Subject to Employee’s timely execution, non-revocation, and continued compliance with this Agreement, Employer shall provide the following “Severance Benefits”:

a. Cash Severance: A lump-sum payment of [DOLLAR AMOUNT] (gross), less required withholdings, payable within [__] business days after the Effective Date.
b. COBRA Premium Subsidy: Payment or reimbursement of Employee’s COBRA premiums for [NUMBER] months following the Separation Date, to the extent permitted by law.
c. Outplacement Assistance: [Describe or state “None.”]
d. Accrued Obligations: Payment of earned but unpaid wages, accrued and unused PTO, and reimbursable business expenses, each in accordance with the West Virginia Wage Payment and Collection Act, W. Va. Code § 21-5-1 et seq.

[// GUIDANCE: Insert stock option or RSU treatment if applicable.]

3.2 Employee Covenants as Condition Precedent

Receipt of Severance Benefits is expressly conditioned upon Employee’s (i) execution and delivery of this Agreement within the Consideration Period; (ii) non-revocation within the Revocation Period; and (iii) material compliance with all continuing obligations herein.

3.3 Tax Matters

Employer shall issue an IRS Form W-2 for cash severance and shall not withhold for COBRA payments unless required. Employee understands Employer has made no representations regarding tax consequences. Employee shall be solely responsible for any additional taxes, penalties, or interest.

3.4 Statutory Consideration & Revocation

a. Consideration Period. Employee acknowledges being advised in writing to consult with an attorney and is afforded twenty-one (21) calendar days to consider this Agreement (the “Consideration Period”). [If part of a “group termination” within ADEA/OWBPA, replace 21 with 45 and attach disclosure exhibit.]
b. Revocation Period. Employee may revoke this Agreement within seven (7) calendar days following execution (the “Revocation Period”) by delivering written notice to [CONTACT NAME & ADDRESS]. This Agreement shall not become effective until the Revocation Period expires without timely revocation.
c. Knowing and Voluntary Waiver. Employee affirms that the release of ADEA claims is knowing and voluntary, was not induced by fraud, and that Employee has received consideration in addition to anything of value to which Employee is already entitled.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Release of Claims

a. Release by Employee. Subject to the carve-outs in § 4.2, Employee irrevocably and unconditionally releases Employer, its Affiliates, and their respective directors, officers, employees, agents, insurers, successors, and assigns from any and all claims, charges, complaints, causes of action, obligations, or liabilities of any nature, known or unknown, accrued or unaccrued, arising on or before the Effective Date (collectively, “Covered Claims”). Covered Claims expressly include, without limitation, claims under:
• Title VII of the Civil Rights Act of 1964;
• ADEA, 29 U.S.C. § 626(f);
• Americans with Disabilities Act;
• Family and Medical Leave Act;
• Fair Labor Standards Act (wage claims to be paid under § 3.1(d));
• West Virginia Human Rights Act;
• West Virginia Wage Payment and Collection Act; and
• any other federal, state, or local statute, ordinance, or common-law theory relating to employment or termination.

b. Release by Employer. Employer hereby releases Employee from all claims arising out of Employee’s employment known to Employer as of the Effective Date, except for fraud, embezzlement, or criminal misconduct.

4.2 Excluded Claims

Nothing herein waives (i) vested retirement benefits; (ii) rights to unemployment or workers’ compensation; (iii) claims arising after the Effective Date; (iv) rights to enforce this Agreement; or (v) claims that cannot be released as a matter of law.

4.3 Authority; No Prior Assignment

Each Party represents that it has the full right, power, and authority to enter into and fully perform this Agreement and has not assigned or transferred any claim released herein.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality of Agreement

Employee shall keep the existence and terms of this Agreement strictly confidential, except may disclose to Employee’s spouse or registered domestic partner, tax/financial advisors, and legal counsel, provided each agrees to keep such information confidential.

5.2 Protection of Confidential Information

Employee reaffirms existing obligations under any prior confidentiality or proprietary information agreements. For purposes of this Agreement, “Confidential Information” means any non-public business information of Employer, in whatever form, including trade secrets under the West Virginia Uniform Trade Secrets Act.

5.3 Non-Disparagement

Employee shall not make any statement that could reasonably be expected to disparage Employer or its management. Employer shall direct its senior executives not to disparage Employee.

5.4 Cooperation

Employee shall reasonably cooperate with Employer in any investigation or litigation relating to matters in which Employee was involved during employment, provided Employer reimburses reasonable documented expenses.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Employee’s material breach of §§ 5.1-5.4.
b. Employer’s failure to timely pay Severance Benefits.

6.2 Cure Period

The non-breaching Party shall provide written notice and a ten (10) business day opportunity to cure, unless the breach is incapable of cure.

6.3 Remedies

a. Employer Remedies. Upon Employee default, Employer may (i) cease unpaid Severance Benefits; (ii) recover Severance Benefits already paid, limited to the Severance Cap; and (iii) seek injunctive relief as limited in § 8.3.
b. Employee Remedies. Upon Employer default, Employee may pursue payment plus interest at the statutory rate, attorneys’ fees as provided in § 6.4, and any other available remedies.

6.4 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Mutual Indemnification

Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates from any third-party claims arising from the Indemnifying Party’s breach of this Agreement or gross negligence/misconduct.

7.2 Limitation of Liability

In no event shall either Party’s aggregate liability under this Agreement exceed the total Severance Benefits actually paid or payable hereunder (the “Severance Cap”), except with respect to (i) claims excluded from release, (ii) indemnification obligations for third-party claims, and (iii) intentional misconduct or fraud.

7.3 Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of war, or governmental action, provided performance resumes promptly after cessation.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

a. Any claim, controversy, or dispute arising out of or relating to this Agreement (“Dispute”) shall be brought exclusively in the state or federal courts located in [COUNTY], West Virginia.
b. Each Party irrevocably submits to, and waives any objection to, personal jurisdiction and venue in such courts.

8.3 Optional Arbitration

[ARBITRATION OPTION—SELECT ONE]
• ☐ Arbitration Elected – The Parties agree to submit all Disputes (except for injunctive relief to protect Confidential Information) to binding arbitration before the American Arbitration Association under its Employment Arbitration Rules. The arbitrator shall have authority to award all remedies available at law or in equity. Judgment may be entered on the award in any court of competent jurisdiction.
• ☐ Arbitration Declined – Section intentionally omitted.

8.4 Jury Trial Waiver

[JURY WAIVER—SELECT ONE]
• ☐ Included – EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE.
• ☐ Excluded – Section intentionally omitted.

8.5 Limited Injunctive Relief

Notwithstanding § 8.3, either Party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction solely to enforce §§ 5.1-5.3, subject to the Severance Cap for any damages.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver

No modification of this Agreement shall be effective unless in a writing signed by both Parties. A waiver of any term shall not be deemed a waiver of any other term.

9.2 Assignment

Employee may not assign any rights or delegate obligations hereunder. Employer may assign to a successor in interest, provided such successor assumes Employer’s obligations.

9.3 Successors & 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; Reformation

If any provision is held invalid, the remainder shall remain in force. The Parties request that any invalid provision be reformed to the minimum extent necessary to be enforceable.

9.5 Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements with respect to the subject matter, except that any prior confidentiality or IP assignment agreement remains in full force to the extent not inconsistent herewith.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted by electronic means (e.g., PDF, DocuSign) shall be deemed original.

10. EXECUTION BLOCK

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

[// GUIDANCE: Consider adding notary acknowledgment if customary in WV or required by internal policy. Not required for enforceability of ADEA waiver.]

STATUTORY ACKNOWLEDGMENTS (Employee to Initial):

☐ I have been advised to consult with an attorney prior to signing. _
☐ I understand I have 21 days (45 if group exit) to consider this Agreement. _
☐ I understand I may revoke this Agreement within 7 days after signing. _

[// GUIDANCE:
1. Tailor Severance Benefits to reflect actual offer and ensure they exceed any contractual or statutory entitlements.
2. For group terminations, attach OWBPA “Decisional Unit” disclosure.
3. Confirm compliance with Section 409A for deferred payments, if applicable.
4. Obtain board or managerial approval for corporate authority representation where required.]