Employee Severance Protection Agreement

EMPLOYEE SEVERANCE PROTECTION AGREEMENT

Parties and Effective Date

This Employee Severance Protection Agreement ("Agreement") is entered into between Employer Name: and Employee Name: . The Effective Date of this Agreement is .

Personal Information

Position and Employment Details

Reporting Manager:    Hire Date:    Termination Date:

Severance Terms and Consideration

In consideration of Employee's execution of this Agreement and compliance with its terms, Employer agrees to provide the following severance benefits, subject to Employee's execution and non-revocation of this Agreement and Employee's compliance with the terms herein.

Payment Schedule:

Employee acknowledges that any severance payments and benefits described above are conditioned on Employee's execution of this Agreement and fulfillment of the obligations set forth herein, including but not limited to the Release of Claims, Confidentiality, and Return of Property provisions.

Release of Claims

In exchange for the consideration set forth above, Employee, on behalf of Employee and Employee's heirs, assigns, agents and representatives, hereby fully and forever releases and discharges Employer and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (collectively, "Released Parties") from any and all claims, demands, causes of action, liabilities, suits, obligations or damages, whether known or unknown, that Employee may have arising out of Employee's employment with Employer or the termination of that employment through the Effective Date of this Agreement, except as expressly reserved below.

Specific Protections and Covenants

Confidentiality: Employee agrees not to disclose the amount or terms of this Agreement to third parties, except to Employee's spouse, tax advisors or legal counsel, or as otherwise required by law. Employee shall direct any subpoena or inquiry regarding this Agreement to Employer prior to disclosure.

Non-Disparagement: Employee agrees not to make any false or disparaging statements about the Released Parties. Employer agrees that its authorized representatives will not make disparaging statements about Employee related to Employee's performance or separation.

Cooperation: Employee agrees to reasonably cooperate with Employer following the Effective Date in connection with matters arising from Employee's prior duties, provided Employee is compensated for any such assistance at a mutually agreed rate when such assistance occurs after the termination date.

Tax Treatment and Withholding

All severance payments and other consideration payable under this Agreement shall be subject to applicable federal, state and local tax withholding. Employee acknowledges that Employer makes no representation regarding the tax consequences of the payments made hereunder and Employee is encouraged to consult with a tax advisor.

ADEA and Age-Related Release (if applicable)

If Employee is age 40 or older, Employee acknowledges receipt of the specific consideration for waiving claims under age-discrimination statutes and further acknowledges that Employee has a period of days from the date of receipt to consider this Agreement and may revoke the Agreement within days after signing as required by applicable law. Employee acknowledges that the Agreement becomes effective on the date the revocation period expires without revocation.

Representations, Acknowledgements and Remedies

Employee represents and warrants that Employee has read this Agreement carefully, understands its terms, has been given a full opportunity to consider it and has had the opportunity to consult with an attorney or other advisors. Employee acknowledges receipt of the consideration set out above and that such consideration is in addition to anything else to which Employee may be entitled.

Remedies: Employee understands that any breach of the confidentiality or non-disparagement provisions may entitle the Released Parties to injunctive relief and monetary damages, including recovery of the severance amounts if so provided under the terms of this Agreement.

Miscellaneous Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

No Admission of Liability: The parties agree that the payments and other obligations described in this Agreement are not an admission of liability or wrongdoing by any party.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Employee Information & Background Authorization

Employee authorizes Employer to verify employment history and references and to obtain background information to the extent necessary to administer the severance benefits. Employee's prior employer(s) and references may be contacted for dates of employment, positions held and duties performed.

Employment History (Most Recent)

Dates Employed:    Reason for Leaving:

Employment History (Prior)

Dates Employed:    Reason for Leaving:

Education

Professional References (3)

Legal Disclosures and Statements

At-Will Employment Statement: Employee acknowledges that, unless expressly modified in a signed written agreement, Employee's employment was and remains at-will, meaning that either Employee or Employer may terminate employment at any time for any lawful reason.

Equal Opportunity Statement: Employer is an equal opportunity employer and does not discriminate against employees or applicants on the basis of race, color, religion, sex, national origin, age, disability or other protected characteristics.

Employee Certification and Authorization

I certify that all information provided in this Agreement and in any background verification materials is true and complete to the best of my knowledge. I authorize Employer to contact my prior employers and references for purposes of verifying employment history and to obtain background information reasonably related to the administration of severance benefits.

Acknowledgement of Review

Employee acknowledges receipt of this Agreement and the opportunity to review its terms. Employee indicates whether Employee has consulted with legal counsel regarding this Agreement:

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