Severance Agreement

Severance Agreement between Employee and Employer

Severance Agreement made on the , between of , referred to herein as Employer, and , of , referred to herein as Employee.

Whereas, Employee is leaving the employment of effective ; and

Whereas, Employee and Employer desire to enter into an agreement setting forth the terms and conditions of the termination of Employee’s employment with Employer;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Termination of Employment

Employee’s employment with Employer will be terminated effective on . For and in consideration of the severance pay as set forth herein, Employee agrees that Employer has no obligation, contractual or otherwise, to rehire, reemploy, recall or hire Employee in the future.

2. Termination of Benefits

It is understood and agreed that Employee’s employment benefits have been terminated, including health care coverage unless Employee elects to continue his coverage as provided under the provisions of the Federal Legislation known as COBRA (the Consolidated Omnibus Budget Reconciliation Act). Employee acknowledges that he will be provided with proper notice of his rights under COBRA. Should Employee elect to continue such medical insurance coverage under COBRA, he shall be solely responsible for the timely payment of insurance premiums due from and after the effective date of termination of him employment with Employer, unless and to the extent he may be due the subsidy provided by the temporary federal subsidy provided by the American Recovery and Reinvestment Act of 2009. Notwithstanding the foregoing Employer agrees to pay Employee the sum of $ to reimburse the Employee for one month of COBRA payments.

3. Severance Pay

In exchange for the execution and non-revocation of this Agreement by Employee, Employer shall pay to Employee the sum of $ less normal federal and state tax withholdings, to be paid in normal payroll installments, following the execution and non-revocation of this Severance Agreement by Employee. This payment shall be in lieu of any other payment including any sales commissions that would have been due Employee had Employee continued his employment with Employer.

4. Unemployment Compensation

If Employee files for unemployment compensation with the state of , Employer agrees not to contest same.

5. Release and Covenant not to Sue

For the consideration of receiving severance pay and other benefits pursuant to this Agreement, and as an inducement to Employer to give same, Employee, for himself, his heirs, administrators, executors and assigns, has released and discharged, and by these presents does hereby release and discharge Employer, his agents, servants and Employees, and any and all other persons, firms, partnerships, associations, parent corporations, subsidiary corporations, or other corporations who are or may be liable in any manner whatsoever for their acts, or for the acts of any of them (said parties being hereinafter collectively referred to as the Releasees), jointly and severally, of and from any and all claims, demands, actions, causes of action, suits and damages of every kind and nature whatsoever which Employee may have, or claim to have, for damages, back pay, front pay, benefits, costs, losses and expenses of every kind or nature whatsoever, whether known or unknown, anticipated or unanticipated, accrued through the date of this Severance Agreement, caused by, resulting from, growing out of or in any manner connected with Employee’s employment with Employer and the termination of Employee’s employment, including, but not limited to; claims of wrongful discharge; claims for breach of contract; whistleblower claims; bad faith claims; claims of employment discrimination based on race, color, sex, religion, national origin, age, handicap, disability, genetic information, or Veterans’ status brought under any federal, state, or local law, including, but not limited to claims under the Title Vii of the Civil Rights Act (“Title VII”), the Employee Retirement Income Security Act (“ERISA”)(except for vested benefits); the Americans With Disabilities Act (“ADA”); the Age Discrimination in Employment Act (“ADEA:”), the Family and Medical Leave Act (“FMLA”), and all other federal and state statutes applicable to employment; and claims brought under any common law theory based on federal, state, or local law.

The Severance Pay and other agreements are hereby acknowledged by Employee to be and is received by him in full and complete compromise, settlement, accord and satisfaction for any and all claims against Releasees, and that Employee is not otherwise entitled to this consideration. For this same consideration, Employee does hereby covenant and agree that he will never make any demand or claim which he may have or claim to have, or commence or permit to be commenced and prosecuted any action at law or in equity, or any administrative or other proceeding of any kind against the Releasees, or any of them, arising or resulting from, growing out of or in any manner connected with his employment with Employer and the termination of such employment, provided that this provision does not preclude the filing for unemployment compensation. It is further understood and agreed that this Agreement is executed and delivered as the compromise and settlement of doubtful and disputed claims, and that there is no admission of liability on the part of the Releasees, or any of them, but on the other hand, the Releasees, and each of them, specifically deny any such liability to Employee.

6. Indemnification

For the same consideration and as an inducement to give same, Employee further agrees to indemnify and hold harmless the Releasees, and each of them, from and against any and all claims, losses or damages arising out of, resulting from or in any way connected with Employee’s employment with Employer and the termination of his employment.

7. Further Assurances of Employee

In executing and delivering this Severance Agreement, Employee relies wholly upon his own judgment, knowledge and belief as to the nature, extent and duration of any damage which he may have suffered or sustained as the result of him employment with Employer and the termination of him employment. Employee further represents and warrants that he has not been influenced by any representations, statements or warranties made by the Releasees, or by any agent or other person representing any of them, concerning the nature, extent or duration of the damages or losses, or the legal liability thereof. Employee certifies that he is of legal age, under no disability of any kind which would preclude him from being fully and completely competent to execute this Severance Agreement in him own behalf, and that he has fully read and completely understood this Severance Agreement, or has had this Severance Agreement explained to him by him attorney.

8. Effective Date

The effective date of this Severance Agreement shall be the day following Employee’s execution of this Severance Agreement.

9. Confidentiality and Disparagement Provisions

Employee shall, aside from discussing the Severance Agreement with him tax preparers or other representatives, keep the existence and terms of this Severance Agreement completely confidential. Employee further agrees that he will not make negative statements concerning Employer or its agents or to other Employees of Employer or to any third parties, except as may be required under federal or state law with respect to matters, if any, pending before any state or federal agency. Employee agrees that for breach of the terms of this paragraph, Employee will pay to Employer and/or its successor, as liquidated damages, a sum equal to the Severance Pay payable to Employee under this Release Agreement, as well as any costs and attorneys’ fees incurred in pursuing said liquidated damages.

10. OWBPA Provisions

Employee hereby acknowledges that this waiver is knowingly and voluntarily executed; that the Agreement specifically refers to rights or claims arising under the Older Workers Benefit Protection Act; that Employee waives all rights or claims against Employer and the other Releasees as of the date this release is executed; that Employee waives rights or claims only in exchange for consideration in addition to anything of value to which Employee is entitled; that, prior to signing this Agreement, Employee has been advised in writing to consult with an attorney before signing this Agreement; and that Employee has been given a period of at least twenty-one (21) days within which to consider this Agreement. It is further understood that for a period of seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by delivering a written notice of revocation to Employer on or before the seventh (7th) day following the execution of this Agreement.

11. Entire Agreement

This Severance Agreement contains the entire agreement and understanding between the parties with respect to the termination of Employee’s employment and with respect to any wages and benefits (except for vested benefits under the Employer pension plan, if any) to which Employee may be entitled as a result of Employee having been an Employee of Employer. This Severance Agreement supersedes all prior agreements and understandings between the parties, both oral and written, with respect to its subject matter.

12. Confidential or Proprietary Information

Confidential or Proprietary Information furnished by Employer to Employee with respect to the products and services and the sales procedures, customer lists, company price structure, company product pricing, company financial, procedures, and related material is designated by Employer as confidential or proprietary shall be held by Employee in confidence. All such confidential and proprietary information, including all copies of such information, and any other information not specifically designated by Employer for release to the public that may have come into the possession of Employee during the term of Employee’s employment with Employer, including all copies of such information, shall be delivered to Employer when requested to do so by Employer without making or retaining copies or excerpts of such information. Disclosure of any such confidential or proprietary information in violation of this Agreement will result in immediate payment by Employee to Employer of the sum of $ as liquidated damages.

13. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

14. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

15. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

17. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

Acknowledgements may vary by state.

State of

County of

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named , who acknowledged that he executed the above and foregoing instrument.

__________________________

NOTARY PUBLIC

My commission expires:

SEAL