Separation Release Agreement

Separation Release Agreement

This Separation and Release Agreement (the "Agreement") is made as of by and between Employer Name: , whose principal place of business is located at , and Employee Name: , residing at .

RECITALS

WHEREAS, Employee's employment with Employer will terminate effective as of Separation Date: (the "Separation Date"); and

WHEREAS, Employer and Employee desire to settle and resolve fully all potential claims and obligations between them subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Employer is willing to provide certain separation payments and benefits as specified below in exchange for Employee's execution of this Agreement and the releases contained herein.

NOW, THEREFORE

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

1. SEPARATION

Employee's employment with Employer shall terminate effective on the Separation Date. Employee shall remain bound by any continuing obligations expressly set forth in this Agreement.

2. CONSIDERATION

In exchange for the promises in this Agreement, Employer agrees to provide the following consideration to Employee, which Employee acknowledges is in addition to all compensation earned through the Separation Date:

3. RELEASE AND WAIVER

Subject to the exceptions set forth in Section 4, Employee, on behalf of Employee and Employee's heirs, executors, administrators, agents, representatives and assigns, hereby fully and forever releases and discharges Employer and its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, benefit plans and plan fiduciaries (collectively, the "Released Parties") from any and all claims, demands, causes of action, liabilities, obligations, damages, and expenses, whether known or unknown, suspected or unsuspected, which Employee has or may have had against the Released Parties through the Effective Date of this Agreement, including but not limited to claims arising under federal, state or local statutes, regulations, common law or equity, contract, tort, or otherwise.

This release includes, without limitation, claims for wages, bonuses, benefits, discrimination, harassment, retaliation, wrongful termination, emotional distress, and any other claim for relief under any legal theory.

Employee acknowledges that Employee is knowingly and voluntarily waiving any rights or claims arising under federal or state laws that prohibit age discrimination. Employee further acknowledges that Employee has been provided a period of 21 days to consider this Agreement and that Employee may consult with an attorney prior to signing. Employee acknowledges that Employee has the right to revoke this waiver as provided below.

4. EXCEPTIONS TO RELEASE

Notwithstanding Section 3, nothing in this Agreement shall release: (a) vested rights to accrued but unpaid wages or benefits through the Separation Date; (b) Employee's rights to indemnification or insurance coverage to the extent provided by applicable agreement or law; (c) claims that cannot be waived as a matter of law, including claims for workers' compensation or unemployment insurance; (d) any rights to file a charge or participate in an investigation with a governmental agency, provided that Employee waives the right to recover individual monetary relief through such proceedings; and (e) any obligations expressly set forth to survive in this Agreement.

5. NO ADMISSION

The parties agree that this Agreement is the result of a compromise and settlement and shall not be construed as an admission of liability, wrongdoing, or violation of law by any party. Neither party shall represent this Agreement as an admission.

6. CONFIDENTIALITY AND NON-DISCLOSURE

Employee agrees to keep the terms, existence and negotiation of this Agreement confidential and not to disclose such information to any third party except as required by law, to Employee's attorney, tax/preparation consultants, or immediate family, provided that such persons agree to keep the terms confidential. Employer may disclose the terms to its advisors and as required by law.

7. NON-DISPARAGEMENT

Employee agrees not to make statements, oral or written, that disparage Employer, its officers, directors, employees or products. Employer agrees that its officers will not make disparaging statements about Employee. This paragraph does not prevent truthful statements required by law or statements made during legally compelled testimony.

8. RETURN OF PROPERTY

Employee agrees to return all Employer property, including but not limited to keys, equipment, documents, access cards, electronic devices and any confidential information, on or before the Separation Date. Employee further represents that Employee has not retained any copies of Employer documents or data not specifically authorized by Employer.

9. COOPERATION

Employee agrees to cooperate reasonably with Employer after the Separation Date with respect to matters reasonably relating to Employee's prior duties, including the execution of documents and provision of information, provided that Employer reimburses Employee for reasonable out-of-pocket expenses incurred in providing such cooperation upon submission of documentation.

10. TAXES

All payments made under this Agreement shall be subject to applicable tax withholdings and deductions. Employee acknowledges that Employer has not provided tax advice and that Employee is responsible for Employee's own tax obligations.

11. REPRESENTATIONS

Employee represents and warrants that Employee has not filed any lawsuit, arbitration or other proceeding against Employer and that Employee has not conveyed or assigned any right or claim released by this Agreement to any person or entity.

12. NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or delivered by nationally recognized overnight courier to the addresses below or such other address as either party may designate in writing.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state chosen by the parties below without regard to conflict of law principles. Disputes arising under this Agreement shall be resolved in the state or federal courts located in the agreed jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, or if modification is not possible, shall be severed, and the remaining provisions shall remain in full force and effect.

15. AMENDMENT; WAIVER; COUNTERPARTS

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. Waiver of any breach shall not constitute waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

16. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to Sections 3, 5, 6, 7, 10, 11 and 14, shall survive the Separation Date and the termination of Employee's employment.

17. REPRESENTATION OF VOLUNTARY EXECUTION

Employee acknowledges that Employee has read this Agreement carefully, understands its terms, has had an opportunity to consult with an attorney, and is signing voluntarily and without duress. Employee further acknowledges that Employee has received the consideration set forth in Section 2 and that such consideration is fair and adequate.

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