Severance Payment Agreement

SEVERANCE PAYMENT AGREEMENT

This Severance Payment Agreement (the "Agreement") is entered into as of between Employer Name: with principal place of business at , and Employee Name: .

1. Employee Identification and Employment Details

Hire Date:   Termination Date:   Last Compensation (annual):

2. Recitals

WHEREAS, Employee has been employed by Employer as reflected above; and WHEREAS, the parties desire to resolve fully and finally certain potential claims arising out of the employment relationship and separation, and to set forth the severance payments and other consideration to be provided to Employee, subject to the terms and conditions set forth herein.

3. Severance Payment

Employer agrees to provide Employee severance in the total gross amount of (the "Severance Payment"), subject to applicable tax withholdings and deductions as required by law.

Lump sum payment to be paid no later than

Installment payments as follows:

4. Release of Claims and Consideration

In consideration of the Severance Payment and other promises in this Agreement, Employee, on behalf of Employee and Employee's heirs, executors, administrators and assigns, irrevocably and unconditionally releases and forever discharges Employer and its affiliates, successors, assigns, directors, officers, employees and agents from any and all claims, causes of action, demands, liabilities, and obligations of every kind and nature, whether known or unknown, suspected or unsuspected, which Employee ever had, now has, or may have against Employer arising out of or in any way related to Employee's employment or separation from employment through the date Employee signs this Agreement.

This release includes, without limitation, any claims under federal, state or local statutory or common law, including claims for wrongful termination, discrimination, harassment, retaliation, wages, benefits, and breach of contract.

5. Confidentiality and Non-Disparagement

Employee agrees to keep the terms and existence of this Agreement strictly confidential and not to disclose them to any third party except as required by law, to Employee's immediate family, or to the Employee's legal or financial advisors who agree to keep such information confidential. Employee further agrees not to make any statement, whether oral or written, that is disparaging of Employer, its officers, directors, employees or business practices.

6. Return of Property; Cooperation

Employee represents that all Employer property, including keys, access cards, laptops, mobile devices, confidential documents and records, have been returned. Employee agrees to cooperate with Employer, at Employer's expense, in any reasonable transition tasks or investigations that arise after the date of this Agreement.

7. Taxes and Withholdings

Employer will withhold from any Severance Payment such federal, state and local taxes and other payroll deductions as required by law. Employee acknowledges that Employer makes no representation as to the tax consequences of any payments or benefits provided under this Agreement and that Employee is advised to consult an independent tax advisor if Employee desires tax advice.

8. No Admission of Liability

This Agreement does not constitute an admission by Employer of any wrongful conduct, unlawful employment practice, or violation of any statute or common law principle. Employer expressly denies any such liability.

9. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state where Employer's principal place of business is located, without regard to conflict of laws principles. Any action arising under this Agreement must be brought in the state or federal courts located in that jurisdiction.

10. Remedies; Severability; Entire Agreement

The parties agree that a breach of the confidentiality or non-disparagement provisions would cause irreparable harm to Employer for which monetary damages would be an inadequate remedy; Employer shall be entitled to equitable relief in addition to any other remedies. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be modified to the extent necessary to render it enforceable and the remaining provisions shall remain in full force and effect. This Agreement contains the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, whether written or oral.

11. Acknowledgements and Employee Certification

Employee acknowledges that Employee has read this Agreement, understands its terms, and has been given a reasonable opportunity to consider the Agreement prior to signing. Employee certifies under penalty of perjury that all information provided to Employer in connection with Employee's separation, and in the Personal Information and Employment History sections of this document, is true and complete to the best of Employee's knowledge.

Employee acknowledges that Employee has been advised to consult with an attorney of Employee's choice prior to signing this Agreement and that Employee signs voluntarily and without coercion.

12. Authorization to Contact; Background Checks

Employee authorizes Employer and its agents to contact prior employers, references and educational institutions to verify information provided by Employee and to conduct such background checks as Employer deems necessary in connection with Employee's employment records and separation. Employee releases prior employers and references from liability for providing such information.

Authorization to contact previous employers and perform background checks: I authorize

13. Employment History

Dates Employed: From to

Dates Employed: From to

14. Education

15. References

16. Equal Opportunity and At-Will Employment

Employer is an equal opportunity employer. Nothing in this Agreement alters Employee's at-will employment status, if applicable, unless explicitly stated in a signed written employment contract separate from this Agreement.

17. Miscellaneous Provisions

Any modification to this Agreement must be in writing and signed by both parties. Headings are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.

18. Employee Certification of Accuracy

I certify that the information I provided in this Agreement and the attached Personal Information, Employment History, Education and References is true, accurate and complete to the best of my knowledge. I understand that any intentional falsification may be grounds for forfeiture of severance benefits or other legal remedies.

Employee acknowledges receipt of the consideration described in this Agreement and understands that acceptance of such consideration is a condition of the release set forth herein.

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