SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Wyoming – Governed by Applicable Federal and State Employment Law)

[// GUIDANCE: This template is court-ready but MUST be customized for the facts of the particular separation. Review all bracketed placeholders and optional language before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Severance Benefits & Payment Terms
   3.2 Conditions Precedent
   3.3 Tax Matters
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Non-Disparagement
   5.3 Return of Property
6. Default & Remedies
7. Risk Allocation
   7.1 Mutual Release & Waiver of Claims (incl. ADEA)
   7.2 Limitation of Liability
   7.3 Indemnification
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law & Forum Selection
   8.2 Arbitration [OPTIONAL]
   8.3 Jury Trial Waiver [OPTIONAL]
   8.4 Injunctive Relief (Limited)
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Severance and Mutual Release Agreement (this “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

[COMPANY LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC], with a principal place of business at [ADDRESS] (the “Company”), and

[EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (the “Employee”).

Recitals
A. The Employee’s employment with the Company will terminate effective [TERMINATION DATE] (the “Separation Date”).
B. The parties wish to resolve all matters arising from or related to the employment relationship.
C. In consideration of the mutual promises set forth herein, the adequacy and sufficiency of which are acknowledged, the parties agree as follows.

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below and apply throughout this Agreement.

“ADEA” – The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.
“Consideration Period” – Twenty-one (21) days (or forty-five (45) days in the case of a group termination) beginning on the date Employee receives this Agreement.
“Covered Claims” – Any and all claims described in Section 7.1(a).
“Release Effective Date” – The eighth (8th) calendar day after Employee executes this Agreement, provided Employee has not revoked acceptance under Section 3.2(c).
“Severance Benefits” – The payments and benefits described in Section 3.1.
“Wyoming Law” – The statutes and common law of the State of Wyoming, excluding its conflict-of-laws rules.

[// GUIDANCE: Add or delete definitions to align with customized provisions.]

3. OPERATIVE PROVISIONS

3.1 Severance Benefits & Payment Terms

(a) Cash Severance. The Company shall pay Employee a lump-sum cash payment of $[SEVERANCE AMOUNT], less applicable withholdings, within five (5) business days after the Release Effective Date.
(b) COBRA Subsidy. The Company shall subsidize Employee’s COBRA premiums at the active-employee rate for [NUMBER] months following the Separation Date.
(c) Outplacement. The Company shall provide outplacement services valued up to $[AMOUNT] through [PROVIDER].

[// GUIDANCE: Confirm compliance with Internal Revenue Code § 409A for any deferred installments.]

3.2 Conditions Precedent

(a) Timely Execution. Employee must sign and return this Agreement within the Consideration Period.
(b) No Revocation. Employee must not revoke acceptance during the seven (7) day revocation period mandated by 29 U.S.C. § 626(f)(1)(G).
(c) Return of Property. Delivery of all Company property per Section 5.3 is a condition to receiving Severance Benefits.

3.3 Tax Matters

Employee acknowledges that the Company has made no representations regarding tax consequences. Employee shall be solely responsible for any taxes due, except for the Company’s obligation to withhold required amounts.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party has full authority to execute and perform this Agreement.
4.2 No Assignment of Claims. Employee represents that no Covered Claim has been assigned or transferred.
4.3 No Pending Litigation. Employee affirms there is no pending litigation against the Company except as disclosed on Schedule 4.3 (if any).
4.4 Survival. Sections 4, 5, 7, 8, and 9 survive the Release Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall keep the terms of this Agreement and all non-public Company information strictly confidential, except as required by law or to the extent disclosed to Employee’s spouse, tax advisor, or attorney, all of whom must observe this confidentiality obligation.

5.2 Non-Disparagement

The parties agree not to make statements reasonably expected to disparage or harm the reputation of the other.

5.3 Return of Property

No later than the Release Effective Date, Employee shall return all Company property, records, documents, and electronically stored information.

6. DEFAULT & REMEDIES

6.1 Event of Default. A party’s material breach of Sections 4, 5, or 7 constitutes a default.
6.2 Notice & Cure. The non-breaching party shall give written notice and a ten (10) day cure period.
6.3 Remedies. Upon uncured default:
(i) The Company may cease unpaid Severance Benefits;
(ii) The breaching party shall reimburse the non-breaching party for damages proximately caused; and
(iii) Each party retains the right to seek relief per Section 8.4.
6.4 Attorneys’ Fees. The prevailing party in any enforcement action is entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Mutual Release & Waiver of Claims

(a) Release by Employee. Subject to Section 7.1(c), Employee irrevocably releases the Company and its affiliates from any and all claims, liabilities, and causes of action, whether known or unknown, arising on or before the Release Effective Date, including but not limited to claims under: the ADEA; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Wyoming Fair Employment Practices Act; tort and contract claims; and any claim for attorneys’ fees.
(b) Release by Company. Subject to Section 7.1(c), the Company releases Employee from all claims arising out of or relating to the employment relationship or its termination, excluding claims for fraud, willful misconduct, or criminal acts.
(c) Excluded Claims. The releases do NOT waive (i) rights to vested benefits, (ii) claims arising after the Release Effective Date, (iii) Employee’s right to file a charge with or participate in an investigation by the EEOC or a similar agency, or (iv) rights that cannot be waived as a matter of law.
(d) OWBPA Compliance. Employee acknowledges:
1. This Agreement is written in plain language;
2. Employee is advised in writing to consult an attorney;
3. Employee has [21/45] days to consider it;
4. Employee may revoke acceptance within seven (7) days after signing; and
5. The Severance Benefits exceed anything of value to which Employee is otherwise entitled.

7.2 Limitation of Liability

The aggregate liability of either party under this Agreement shall not exceed the total Severance Benefits actually paid or payable, except for liability arising from fraud, willful misconduct, or breach of Section 5 (Confidentiality and Non-Disparagement).

7.3 Indemnification

Each party shall indemnify, defend, and hold harmless the other from any third-party claims arising from a breach of this Agreement or the warranty of authority in Section 4.1.

7.4 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement shall be governed by Wyoming Law and applicable federal law. Any action arising hereunder shall be filed exclusively in the state or federal courts located in [COUNTY], Wyoming, and each party consents to personal jurisdiction therein.

8.2 Arbitration [OPTIONAL – delete if not used]

At the election of either party, any dispute not resolved informally shall be submitted to binding arbitration in [CITY], Wyoming, administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.3 Jury Trial Waiver [OPTIONAL – delete if arbitration elected]

Each party irrevocably waives any right to a jury trial in any proceeding arising out of this Agreement.

8.4 Injunctive Relief (Limited)

Notwithstanding Section 8.2, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to enforce Sections 5 and 6, provided such relief is limited in scope and duration to that necessary to prevent irreparable harm.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both parties.
9.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except the Company may assign to a successor in interest.
9.3 Successors & Assigns. This Agreement binds and inures to the benefit of permitted successors and assigns.
9.4 Severability. If any provision is held invalid, the remainder shall be enforced to the maximum extent permitted; the parties shall negotiate a valid substitute provision.
9.5 Integration. This Agreement constitutes the entire understanding and supersedes all prior agreements regarding the subject matter.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., via PDF or e-signature platform) are binding.
9.7 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.

[Optional Notary Block – Wyoming permits but does not require notarization for private contracts. Include if desired for evidentiary purposes.]

[// GUIDANCE:
1. Confirm Severance Benefits satisfy consideration requirements under OWBPA.
2. For group terminations, attach the disclosure of job titles and ages of employees selected and not selected, as required by 29 U.S.C. § 626(f)(1)(H).
3. Preserve a copy executed by both parties for at least six (6) years.
4. Review Wyoming unemployment insurance impact if the Company contests benefits.]