Legal Departure Agreement

LEGAL DEPARTURE AGREEMENT

This Legal Departure Agreement (the Agreement) is made as of Effective Date: by and between Employer Name: with principal address and Employee Name: of Employee Address: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Employee is employed by Employer in the position of ; and

WHEREAS, the Parties have agreed that Employee's employment will terminate on Separation Date: (Separation Date); and

WHEREAS, in consideration of the mutual promises and covenants contained herein, Employer will provide certain separation payments and benefits, and Employee will provide a release of claims and other obligations as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date first written above in the opening paragraph.

1.2 "Separation Date" means the date on which Employee's employment terminates, as specified above.

2. SEPARATION; EFFECT OF TERMINATION

2.1 Termination. Employee's employment with Employer shall terminate effective as of the Separation Date. From and after the Separation Date, Employee shall have no authority to act for or bind Employer in any respect.

2.2 Final Compensation. Employer shall pay Employee all accrued but unpaid base salary, unused paid time off, and other amounts required by applicable law through the Separation Date, subject to normal payroll deductions and withholdings.

3. SEVERANCE CONSIDERATION

3.1 Severance Payment. In consideration for Employee's execution and non-revocation of the Release set forth in Section 4 and Employee's compliance with the obligations herein, Employer agrees to provide Severance Payment in the gross amount of .

  Lump sum payable on

  Installments: Employer to pay the Severance Payment in equal installments payable on the first payroll date of each month, commencing .

3.2 Benefit Continuation. Employer shall provide continuation of group health coverage through or as required by law. Employee may elect continuation coverage in accordance with applicable plan rules and law.

4. RELEASE AND WAIVER

4.1 Release by Employee. In exchange for the consideration set forth in Section 3, Employee, for Employee and Employee's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Employer and its affiliates, predecessors, successors, assigns, officers, directors, employees, agents and representatives (Released Parties) from any and all claims, demands, causes of action, liabilities and damages, known or unknown, suspected or unsuspected, arising out of or related to Employee's employment or separation from employment, including but not limited to claims for wages, bonuses, benefits, breach of contract, wrongful termination, discrimination, harassment, retaliation, tort, and statutory claims arising under federal, state or local law, whether arising before or after the Effective Date, except (a) claims that cannot be waived as a matter of law, and (b) Employee's rights to vested benefits under any qualified retirement plan.

4.2 Knowing and Voluntary. Employee acknowledges and agrees that Employee has been given a period of days to consider this Agreement and that Employee is advised to consult with independent legal counsel prior to signing. Employee further acknowledges that Employee understands the terms and legal effect of this release and is entering into it knowingly and voluntarily.

5. CONFIDENTIALITY; RETURN OF PROPERTY

5.1 Confidential Information. Employee acknowledges that Employee has had access to Employer's confidential and proprietary information. Employee shall continue to comply with all obligations concerning confidentiality and non-disclosure set forth in any written agreement between the Parties and, in any event, shall not disclose or use any of Employer's confidential information after the Separation Date except as required by law.

5.2 Return of Property. Employee shall return to Employer all Employer property, records, documents, keys, identification cards, equipment and electronic devices in Employee's possession or control no later than .

6. NON-DISPARAGEMENT

6.1 Non-Disparagement. Employee agrees not to make any false, disparaging or derogatory statements or communications concerning the business, services, products, officers, directors or employees of Employer. Employer agrees that its officers and directors will not make disparaging statements about Employee that concern Employee's performance or character.

7. COOPERATION

7.1 Cooperation. Employee agrees to cooperate, on a reasonable basis and upon reasonable notice, with Employer regarding any matters involving Employer that arise after the Separation Date, including internal investigations and litigation, provided that Employer shall reimburse Employee for reasonable out-of-pocket expenses incurred with prior approval.

8. TAXES

8.1 Withholding. Employer shall withhold from any payments made under this Agreement federal, state and local taxes and other amounts as required by applicable law. Employee shall be solely responsible for any taxes, penalties or interest attributable to the payments and consideration provided hereunder other than withholding by Employer.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that the person signing on its behalf has been duly authorized to execute this Agreement.

10. NOTICES

Notices hereunder shall be in writing and shall be effective upon receipt when delivered in person, by overnight courier, or by certified mail to the addresses set forth above or such other address as either Party designates by notice to the other.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of this Agreement shall be valid unless in writing and signed by both Parties. A waiver by either Party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of law rules.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as originals.

ADDITIONAL TERMS

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