Legal Release and Severance Agreement

LEGAL RELEASE AND SEVERANCE AGREEMENT

This Legal Release and Severance Agreement (the Agreement) is made and entered into as of Effective Date: by and between Employer Name: located at Employer Address: and Employee Name: residing at Employee Address: .

RECITALS

WHEREAS, Employee has been employed by Employer and, as of the Effective Date, employment has terminated or will terminate on Separation Date: ; and

WHEREAS, Employer desires to provide certain severance benefits to Employee, and Employee desires to receive such benefits in exchange for the release and other obligations set forth herein; and

WHEREAS, the parties intend by this Agreement to fully and finally resolve any and all claims arising out of Employee's employment or separation of employment through the Effective Date, subject to the exceptions and conditions set forth below.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Employer" includes Employer's predecessors, successors, parents, subsidiaries, affiliates, divisions, and each of their respective current and former officers, directors, employees, agents, attorneys, insurers, and benefit plans. "Claims" means any and all claims, actions, causes of action, damages, liabilities, obligations, losses, debts, demands, costs or expenses (including attorneys' fees), whether known or unknown, fixed or contingent, asserted or unasserted.

2. CONSIDERATION AND SEVERANCE

2.1 Severance Payment. Subject to the conditions of this Agreement, Employer shall pay Employee a severance payment in the gross amount of $ (the "Severance Payment"), less applicable withholdings and deductions, to be paid as follows:

Lump sum payment to be paid on or about

Installment payments per schedule — if selected, describe schedule or attach exhibit:

2.2 Taxes. All amounts payable under this Agreement are subject to applicable federal, state, and local tax withholdings and statutory deductions. Employee acknowledges that Employer makes no representation as to the tax treatment of the Severance Payment.

3. RELEASE BY EMPLOYEE

In exchange for the Severance Payment and other consideration set forth herein, Employee, on behalf of Employee and Employee's heirs, executors, administrators, agents, attorneys and assigns, hereby releases and forever discharges Employer from any and all Claims that arose on or prior to the Effective Date, whether known or unknown, including but not limited to claims arising under federal, state, or local statutes, common law, contract, tort, discrimination, harassment, retaliation, wrongful termination, or any other legal or equitable theory, subject to the exceptions set forth in Section 4.

4. EXCEPTIONS TO RELEASE

Notwithstanding the foregoing, nothing in this Agreement shall waive or release: (a) Employee's right to file a charge with, or participate in an investigation by, a government agency; provided, however, that Employee hereby waives the right to recover monetary damages or other individual relief in any such action against Employer; (b) any rights to vested benefits under an employer-sponsored retirement or deferred compensation plan; (c) Employee's rights to unemployment compensation or workers' compensation benefits; (d) any claims that cannot be waived as a matter of law; and (e) obligations of Employer arising after the Effective Date.

5. CONFIDENTIALITY AND NON-DISRUPTION

5.1 Confidential Information. Employee shall keep the terms, amounts, and existence of this Agreement confidential and shall not disclose such information to any third party except to Employee's spouse, legal counsel, tax advisor, or as required by law, provided that such third parties are informed of the confidentiality obligation.

5.2 Non-Disparagement. Employee agrees not to make false, disparaging, or derogatory statements, orally or in writing, about Employer, its officers, directors, employees or agents. Employer agrees the same and will not disparage Employee in any written statement to a prospective employer, except for truthful statements about Employee's job performance or conduct.

6. RETURN OF PROPERTY; COOPERATION

Employee shall return all Employer property, including keys, equipment, documents, records, and electronic media, no later than Return Date: . Employee agrees to cooperate reasonably with Employer after the Effective Date in connection with transitional matters and legitimate business needs.

7. REPRESENTATIONS AND WARRANTIES

Employee represents and warrants that Employee has not filed any lawsuit against Employer as of the Effective Date other than as disclosed herein, and that Employee has the full authority to enter into this Agreement and to execute the releases contained herein. Employer represents that it has authority to enter into this Agreement and to provide the consideration described herein.

8. NO ADMISSION OF LIABILITY

This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault or wrongdoing by any party, all such liability being expressly denied.

9. REMEDIES

If either party breaches any material provision of this Agreement, the non-breaching party shall be entitled to seek all available remedies at law or in equity, including specific performance and injunctive relief. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred to enforce this Agreement.

10. NOTICES

Notices under this Agreement shall be given in writing to the addresses set forth below and shall be effective upon delivery by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing signed by both parties. No waiver of any breach of this Agreement shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

13. ACKNOWLEDGMENT

Employee acknowledges that Employee has read this Agreement, understands its terms, and has been advised to consult with an attorney prior to signing. Employee further acknowledges that Employee has been given a reasonable period to consider this Agreement before signing.

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