Severance Pay Agreement

SEVERANCE PAY AGREEMENT

This Severance Pay Agreement (the "Agreement") is entered into by and between Employer Name: with principal address: and Employee Name: . The parties agree as set forth below.

RECITALS

WHEREAS, Employee's last date of active employment with Employer is: (the "Separation Date"); and

WHEREAS, Employer desires to provide certain severance pay and benefits to Employee conditioned on Employee's execution of this Agreement and compliance with its terms.

SEVERANCE PAYMENT AND BENEFITS

Employer shall pay Employee the severance described above, less applicable tax withholdings and other required deductions. The severance payments are in exchange for Employee's releases and other promises contained in this Agreement and are not an admission of liability by Employer.

RELEASE OF CLAIMS

In consideration of the Severance Payment, Employee, on behalf of Employee and Employee's heirs, executors, administrators and assigns, hereby irrevocably and unconditionally releases and forever discharges Employer and its parents, subsidiaries, affiliates, officers, directors, employees and agents from any and all claims, demands, liabilities, actions and causes of action, whether known or unknown, that Employee has or may have arising out of Employee's employment or separation from employment through the Effective Date of this Agreement.

CONFIDENTIALITY AND NON-DISPARAGEMENT

Employee agrees to keep the terms, amount and existence of this Agreement confidential, except as required by law and to Employee's immediate family, legal counsel, or tax advisor. Employee further agrees not to make any statements, written or oral, that disparage the reputation of Employer or its officers, directors or employees.

RETURN OF PROPERTY AND COOPERATION

Employee represents that, by the Separation Date, Employee will return all Employer property, including keys, documents, equipment, access cards and confidential materials. Employee agrees to cooperate with Employer in transition matters and reasonable litigation or investigation needs within the scope of ordinary cooperation.

TAXES AND BENEFITS

All severance payments are subject to applicable federal, state and local tax withholding. Employee understands and agrees that acceptance of the Severance Payment may affect Employee's eligibility for continuation of health insurance or other benefit programs and that Employee is responsible for timely enrolling in continuation coverage if desired.

Employee elects to receive information and any notices needed to continue health or other benefits in accordance with plan terms.

COOPERATION WITH INVESTIGATIONS

Employee agrees to cooperate reasonably with Employer regarding any pending or future internal or government investigations, provided that such cooperation does not require Employee to waive any applicable privilege without separate written consent.

REPRESENTATIONS, ACKNOWLEDGMENTS AND CERTIFICATIONS

Employee acknowledges that Employee has been advised in writing to consult with an attorney prior to signing this Agreement, that Employee has had a full opportunity to review this Agreement, and that Employee is signing knowingly and voluntarily. Employee certifies that the information provided in the Personal Information, Employment History and other sections of this document is true and complete to the best of Employee's knowledge.

REVOCATION PERIOD

Employee has considered the terms of this Agreement and is granted calendar days following the Execution Date to revoke acceptance of this Agreement by written notice to Employer. If Employee timely revokes, no severance shall be paid under this Agreement.

GOVERNING LAW, ENFORCEMENT AND SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws chosen by the parties. Any dispute arising from this Agreement shall be resolved through the remedies available at law or in equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

PERSONAL INFORMATION

POSITION INFORMATION

EMPLOYMENT HISTORY (MOST RECENT)

EDUCATION

REFERENCES

LEGAL DISCLOSURES

At-Will Employment: Nothing in this Agreement shall be construed to alter any at-will employment relationship that may exist between Employee and Employer, unless expressly stated otherwise in writing.

Equal Opportunity: Employer is an equal opportunity employer and does not discriminate on the basis of protected characteristics. Nothing in this Agreement alters Employer's nondiscrimination policies.

AUTHORIZATION TO CONTACT AND BACKGROUND CHECKS

Employee authorizes Employer to contact the references and prior employers listed in this Agreement for purposes of verification. Employee consents to any background checks or employment verifications permitted by law.

Employee authorizes contact with prior employers and references as indicated above.

MISCELLANEOUS

Entire Agreement: This Agreement contains the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. Any amendments must be made in writing and signed by both parties.

Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns.

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