Narrative. A Separation Agreement is the one-document exit package for a departing employee. Its core bargain is severance (payment and/or benefits continuation) in exchange for a general release of claims against the company. Big-law drafting points: (1) the release must be knowing and voluntary — and if the employee is 40 or older, must comply with the Older Workers Benefit Protection Act (OWBPA), which requires 21 days to consider (45 in a group termination), 7 days to revoke, and specific statutory language referencing the ADEA; (2) the release must carve out vested benefits, indemnification rights, and claims that cannot be waived by law (workers’ comp, unemployment, Section 7 NLRA activity); (3) confidentiality/non-disparagement must be mutual-leaning and comply with the Speak Out Act and Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act; (4) returning company property, reaffirming surviving PIIA obligations, and clarifying cooperation obligations; and (5) tying severance to signing and non-revocation of the release.

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made between [COMPANY NAME], Inc. (the “Company”) and [EMPLOYEE NAME] (“Employee”) as of [DATE] (the “Effective Date”), subject to Employee’s right of revocation described below.

1. Separation

Employee’s employment with the Company terminated effective [TERMINATION DATE] (the “Separation Date”). Regardless of whether Employee signs this Agreement, Employee will receive accrued but unpaid salary through the Separation Date and any vested benefits to which Employee is entitled under the Company’s employee benefit plans.

2. Severance

In consideration for Employee’s execution and non-revocation of this Agreement, and subject to Employee’s compliance with its terms, the Company shall provide Employee with the following severance benefits:

– Severance Payment. A lump sum payment equal to $[AMOUNT], less applicable withholdings, payable within [15] days after the Agreement becomes effective and irrevocable. – COBRA. Company-paid COBRA premiums for up to [NUMBER] months of continuation coverage, provided Employee timely elects COBRA. – Equity. The vesting of Employee’s outstanding equity awards shall be governed by the terms of the applicable grant agreements and the Equity Incentive Plan.

Employee acknowledges that Employee is not otherwise entitled to these severance benefits and that they are being provided solely in exchange for the releases and other promises in this Agreement.

3. General Release of Claims

3.1 Release

In exchange for the consideration set forth in Section 2, Employee, on behalf of Employee and Employee’s heirs, executors, administrators, and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company and its parents, subsidiaries, affiliates, and each of their respective current and former officers, directors, employees, agents, representatives, and successors (collectively, the “Releasees”) from any and all claims, liabilities, demands, causes of action, costs, and expenses, known or unknown, which Employee ever had, now has, or may have, arising out of or relating to Employee’s employment with or separation from the Company, from the beginning of time through the date Employee signs this Agreement.

3.2 Claims Released

The release in Section 3.1 includes, without limitation, claims arising under: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act (ADEA); the Older Workers Benefit Protection Act (OWBPA); the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Fair Labor Standards Act; [state-law claims such as FEHA, NYSHRL, or Florida Civil Rights Act]; and any other federal, state, or local law, statute, ordinance, regulation, or common-law doctrine.

3.3 Excluded Claims

Notwithstanding the foregoing, this release does not waive: (a) claims for vested benefits under any ERISA plan; (b) rights to indemnification or advancement under the Company’s governance documents, applicable law, or any indemnification agreement; (c) rights to continue health coverage under COBRA; (d) claims that cannot be waived by law, including workers’ compensation and unemployment claims; (e) the right to file a charge with or participate in an investigation by the EEOC, NLRB, SEC, or similar agency (though Employee waives the right to any monetary recovery); or (f) claims arising after the date Employee signs this Agreement.

4. ADEA/OWBPA Acknowledgment (if Employee is age 40 or over)

Employee acknowledges that: (a) Employee has been given at least [21 / 45] days to consider this Agreement; (b) Employee has been advised in writing to consult with an attorney before signing; (c) Employee may revoke this Agreement within seven (7) days after signing by delivering written notice of revocation to [CONTACT NAME AND ADDRESS]; (d) this Agreement shall not become effective until the revocation period has expired; and (e) Employee is not waiving any claims that arise after the date Employee signs this Agreement.

5. Return of Property

On or before the Separation Date, Employee shall return to the Company all Company property, including laptops, access badges, documents, files, and confidential information, and Employee shall not retain any copies thereof.

6. Continuing Obligations

Employee reaffirms Employee’s obligations under the Proprietary Information and Inventions Assignment Agreement signed on [DATE], including obligations of confidentiality, assignment of inventions, and non-solicitation, which obligations continue in full force and effect after the Separation Date.

7. Non-Disparagement

Employee shall not make any disparaging statements, whether oral or written, about the Company or any of the Releasees. This provision does not prohibit truthful statements required by legal process, statements made in connection with a claim carved out of Section 3.3, or statements protected by Section 7 of the NLRA or the Speak Out Act.

8. Cooperation

Employee agrees to cooperate reasonably with the Company in connection with any ongoing or future litigation, investigation, or transaction, subject to reasonable scheduling and reimbursement of expenses.

9. No Admission of Liability

This Agreement does not constitute an admission by the Company of any wrongdoing or violation of any law.

10. General Provisions

This Agreement is governed by the laws of the State of [STATE]. Any dispute arising from this Agreement shall be resolved exclusively in the state or federal courts located in [COUNTY, STATE]. This Agreement, together with the surviving terms of the PIIA and equity grant agreements, constitutes the entire agreement between the parties with respect to its subject matter. Any amendment must be in writing signed by both parties. This Agreement may be executed in counterparts, including by electronic signature.

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EMPLOYEE ACKNOWLEDGMENT. By signing below, Employee acknowledges that Employee has read this Agreement, understands its terms, has had the opportunity to consult with an attorney, and signs it knowingly and voluntarily.

EMPLOYEE: COMPANY: [COMPANY NAME], Inc.

_________________________ By: _________________________ [EMPLOYEE NAME] Name: Date: ___________ Title: Date:

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.