Agreement

Severance Agreement

Separation and release agreement with severance terms, COBRA continuation, non-disparagement, and general release of claims.

Severance and Release Agreement

This Severance and Release Agreement (this "Agreement") is entered into by and between:

company_name ("Company"); and

employee_name ("Employee").

1. Recitals

WHEREAS, Employee has been employed by Company in the position of position;

WHEREAS, Employee's employment with Company is terminating effective separation_date;

WHEREAS, Company desires to provide Employee with severance benefits beyond those to which Employee is otherwise entitled, in exchange for Employee's release of claims and other covenants as set forth herein; and

WHEREAS, Employee desires to accept such severance benefits subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

2. Separation of Employment

2.1 Separation Date

Employee's employment with Company shall terminate effective separation_date (the "Separation Date"). As of the Separation Date, Employee shall no longer be an employee of Company and shall have no authority to act on behalf of or represent Company in any capacity.

2.2 Accrued Compensation

Regardless of whether Employee executes this Agreement, Company shall pay Employee all accrued and unpaid base salary through the Separation Date, plus payment for any accrued but unused paid time off, in accordance with applicable law and Company policy. These payments shall be made on the next regular payroll date following the Separation Date.

2.3 Benefits Termination

Employee's participation in Company benefit plans (other than as provided in Section 3.2) shall terminate as of the Separation Date or as otherwise provided under the terms of each plan. Employee shall receive separate COBRA election notices as required by law.

3. Severance Benefits

In consideration of Employee's execution of this Agreement and compliance with its terms, and provided Employee does not revoke this Agreement during the revocation period described in Section 8, Company agrees to provide the following severance benefits:

3.1 Severance Payment

Company shall pay Employee a total severance amount of severance_amount, less applicable federal, state, and local tax withholdings and authorized deductions. Severance shall be paid over a period of severance_period in accordance with Company's regular payroll schedule. Severance payments shall commence on the first regular payroll date following the expiration of the Revocation Period (as defined in Section 8) and the effective date of this Agreement.

3.2 Health Insurance Continuation (COBRA)

If Employee is currently enrolled in Company's group health insurance plan and timely elects COBRA continuation coverage, Company shall pay the employer portion of COBRA premiums for a period of cobra_months months following the Separation Date (the "COBRA Subsidy Period"). After the COBRA Subsidy Period, Employee may continue COBRA coverage at Employee's own expense for the remainder of the COBRA eligibility period as provided by law.

3.3 Outplacement Assistance

Company shall provide Employee with access to professional outplacement services through a provider selected by Company for a period of ninety (90) days following the Separation Date. These services may include career coaching, resume assistance, interview preparation, and job search support.

3.4 Equity Treatment

Any outstanding equity awards (stock options, restricted stock units, etc.) shall be treated in accordance with the terms of the applicable equity plan and award agreements. [Describe any acceleration, extension of exercise period, or other special treatment, if applicable.]

3.5 Bonus

[Describe any pro-rated bonus payment, if applicable, including the calculation method and payment timing.]

3.6 Reference

Company agrees that in response to any employment reference inquiry, Company shall confirm Employee's dates of employment, job title, and, if requested by Employee in writing, salary. Company shall direct all reference inquiries to [designated HR contact]. Company shall not provide any additional information without Employee's prior written consent, except as required by law.

4. Return of Company Property

Employee shall return all Company property in Employee's possession, custody, or control on or before the Separation Date, including but not limited to:

(a) Laptop, desktop computer, tablet, phone, and other electronic devices;

(b) Keys, access cards, security badges, and parking passes;

(d) Proprietary information, trade secrets, customer lists, and business records;

(e) Credit cards, expense accounts, and purchasing cards;

(f) Company vehicle (if applicable); and

(g) Any other Company-owned materials, equipment, or property.

Employee represents that Employee has not retained any copies (physical or electronic) of Company documents or data beyond what is necessary for Employee's personal tax and benefits records.

5. General Release of Claims

5.1 Release

In exchange for the severance benefits described in Section 3 (which Employee acknowledges exceed what Employee would otherwise be entitled to receive), Employee hereby releases and forever discharges Company, its parent companies, subsidiaries, affiliates, successors, assigns, and their respective current and former officers, directors, employees, agents, representatives, attorneys, and insurers (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, damages, losses, and liabilities of every kind, whether known or unknown, suspected or unsuspected, that Employee has or may have against the Released Parties arising out of or related to Employee's employment or the termination thereof through the date Employee signs this Agreement, including but not limited to:

(a) Claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act ("ADEA"), the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, and any other federal, state, or local employment discrimination laws;

(b) Claims under the Employee Retirement Income Security Act (ERISA), except for vested benefits;

(d) Claims for wrongful termination, breach of contract (express or implied), breach of the covenant of good faith and fair dealing, promissory estoppel, defamation, libel, slander, or intentional or negligent infliction of emotional distress;

(e) Claims for wages, bonuses, commissions, equity, or other compensation (other than the amounts expressly provided in this Agreement); and

(f) Any other claims arising under federal, state, or local statute, regulation, ordinance, executive order, or common law.

5.2 Exceptions to Release

This release does not apply to: (a) claims that cannot be waived as a matter of law, including the right to file a charge with the Equal Employment Opportunity Commission (EEOC) or similar state agency (although Employee waives the right to recover monetary damages in connection with any such charge); (b) rights to vested benefits under ERISA-governed plans; (c) rights to unemployment or workers' compensation benefits; (d) Employee's right to enforce the terms of this Agreement; (e) any claims arising after the date Employee signs this Agreement; or (f) rights to indemnification under Company's bylaws, articles of incorporation, or D&O insurance policy.

5.3 Unknown Claims Waiver

Employee acknowledges that Employee may later discover claims or facts in addition to or different from those Employee now knows or believes to exist. Nevertheless, Employee intends this release to be a complete and final release of all claims as described above, whether known or unknown. Employee expressly waives any rights under California Civil Code Section 1542 (or similar statute in any other jurisdiction) which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

6. Non-Disparagement

Employee agrees not to make any disparaging, defamatory, or derogatory statements about Company, its products, services, business practices, officers, directors, or employees to any third party, including on social media, review sites, or in media interviews. Company agrees to instruct its current executive officers and Employee's direct supervisors not to make disparaging statements about Employee.

Nothing in this section: (a) limits either Party's ability to provide truthful testimony if compelled by legal process; (b) limits Employee's right to communicate with government agencies; or (c) requires Employee to make untruthful statements.

7. Confidentiality and Ongoing Obligations

7.1 Surviving Agreements

Employee acknowledges that Employee's obligations under any previously executed confidentiality, non-disclosure, invention assignment, non-solicitation, or non-compete agreements with Company shall survive the termination of employment in accordance with their respective terms. Employee reaffirms Employee's obligations under such agreements.

7.2 Agreement Confidentiality

Employee agrees to keep the terms, amount, and existence of this Agreement confidential, except that Employee may disclose such information to: (a) Employee's spouse or domestic partner; (b) Employee's attorney; (c) Employee's tax advisor or financial planner; and (d) government agencies as required by law. Each such person to whom disclosure is made shall be informed of and bound by this confidentiality obligation.

7.3 Cooperation

Employee agrees to cooperate with Company in connection with any pending or future litigation, arbitration, investigation, or regulatory proceeding related to matters within Employee's knowledge. Company shall reimburse Employee for reasonable out-of-pocket expenses incurred in connection with such cooperation and shall make reasonable efforts to accommodate Employee's schedule.

8. Consideration and Revocation Periods (ADEA/OWBPA Compliance)

8.1 Consideration Period

Employee acknowledges that Employee has been given consideration_period_days days from the date of receipt of this Agreement to consider its terms (the "Consideration Period"). Employee is advised to consult with an attorney before signing this Agreement. Employee may sign this Agreement at any time during the Consideration Period. If Employee signs before the expiration of the Consideration Period, Employee certifies that the decision to do so was voluntary and not induced by Company.

8.2 Revocation Period

Employee may revoke this Agreement within revocation_period_days days after signing it (the "Revocation Period") by delivering written notice of revocation to [Company HR contact name, email, and address]. If Employee revokes this Agreement, it shall be null and void in its entirety, and Employee shall not be entitled to the severance benefits described in Section 3.

8.3 Effective Date

This Agreement shall become effective and enforceable on the day following the expiration of the Revocation Period, provided Employee has not exercised the right of revocation (the "Effective Date").

8.4 Group Termination Disclosure (if applicable)

[If this Agreement is offered in connection with a group termination or exit incentive program, include the following: Attached as Exhibit A is the information required under the Older Workers Benefit Protection Act, including the job titles and ages of all individuals eligible or selected for the program and the applicable unit, as well as the job titles and ages of all individuals in the same job classification or organizational unit who are not eligible or selected.]

9. Non-Compete and Non-Solicitation

9.1 Non-Compete

[If applicable:] For a period of [X] months following the Separation Date, Employee shall not directly or indirectly engage in, be employed by, consult for, or have a financial interest in any business that competes with Company's business within [geographic scope / industry]. This restriction does not apply to passive ownership of less than 2% of the outstanding shares of a publicly traded company.

9.2 Non-Solicitation of Employees

For a period of twelve (12) months following the Separation Date, Employee shall not directly or indirectly solicit, recruit, or induce any employee or contractor of Company to leave Company's employment or engagement.

9.3 Non-Solicitation of Customers

For a period of twelve (12) months following the Separation Date, Employee shall not directly or indirectly solicit or divert any customer or prospective customer of Company with whom Employee had material contact during the last twelve (12) months of employment.

10. No Admission of Liability

This Agreement does not constitute an admission by Company of any violation of law, breach of contract, or wrongful conduct. Company expressly denies any such violation, breach, or wrongful conduct.

11. General Provisions

(a) Governing Law: This Agreement shall be governed by the laws of the State of governing_state, without regard to conflict of law principles.

(b) Entire Agreement: This Agreement, together with any surviving obligations under previously executed agreements referenced herein, constitutes the entire agreement between the Parties regarding the subject matter hereof.

(d) Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

(e) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

(f) Section 409A: This Agreement is intended to comply with Section 409A of the Internal Revenue Code. Severance payments shall be treated as a series of separate payments for purposes of Section 409A.

(g) Successors: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns.

EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY, HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, UNDERSTANDS ALL OF ITS TERMS AND CONDITIONS, AND ENTERS INTO THIS AGREEMENT VOLUNTARILY AND WITHOUT COERCION. EMPLOYEE ACKNOWLEDGES THAT THE SEVERANCE BENEFITS PROVIDED HEREIN CONSTITUTE ADEQUATE CONSIDERATION FOR THE RELEASE AND OTHER OBLIGATIONS CONTAINED IN THIS AGREEMENT.

Employee

employee_name

Position: position

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Address: ____________________________

Company

company_name