KEY EMPLOYEE SEPARATION AGREEMENT

CONFIDENTIAL

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PARTIES AND EFFECTIVE DATE

Company: [Company Legal Name], a [State] [Entity Type]
Address: [Complete Company Address]

Employee: [Employee Full Legal Name]
Position: [Title/Position]
Employee ID: [ID Number]
Address: [Employee Address]

Effective Date: [Date]
Last Day of Employment: [Date]

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RECITALS

WHEREAS, Employee has been employed by the Company in a key leadership position with access to confidential information, trade secrets, and strategic business operations;

WHEREAS, the parties desire to establish the terms and conditions of Employee’s separation from employment and resolve all matters relating to such separation;

WHEREAS, Employee acknowledges receiving valuable consideration in exchange for the commitments contained herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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1. SEPARATION OF EMPLOYMENT

1.1 Termination Date

Employee’s employment with the Company shall terminate effective [Date] (“Separation Date”). Employee agrees to resign from all positions held with the Company and its subsidiaries, including but not limited to any officer positions, board seats, committee memberships, and fiduciary roles.

1.2 Return of Company Property

On or before the Separation Date, Employee shall return all Company property, including but not limited to:

• All documents, files, records, and materials (electronic and physical)
• Company equipment, devices, and technology
• Corporate credit cards and access cards
• Company vehicles and keys
• Any other property belonging to the Company or its clients

1.3 Final Compensation

Employee shall receive final compensation through the Separation Date, including accrued but unused vacation time, subject to applicable law and Company policy.

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2. SEPARATION BENEFITS

2.1 Severance Payment

Subject to Employee’s compliance with this Agreement and execution of the general release (Section 8), the Company shall provide:

Base Severance: [X] months of Employee’s base salary as of the Separation Date, totaling $[Amount], paid in [lump sum/installments] beginning [timeframe].

Bonus Consideration: [Specify pro-rated bonus, discretionary payments, or forfeiture terms]

Additional Benefits: [Specify any additional severance components]

2.2 Benefit Continuation

Health Insurance: COBRA coverage information will be provided separately. Company will [subsidize/not subsidize] COBRA premiums for [duration].

Life/Disability Insurance: Coverage will terminate on [date] unless continued under COBRA or converted to individual policies.

Retirement Benefits: Vested benefits in 401(k) and other retirement plans will be governed by plan documents.

2.3 Equity Compensation

Vested Options/RSUs: [Specify treatment of vested equity]
Unvested Awards: [Specify forfeiture or acceleration terms]
Exercise Period: [Specify post-termination exercise periods]

2.4 Outplacement Services

Company will provide executive-level outplacement services through [Provider] for a period of [duration] at Company expense.

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3. NON-DISCLOSURE AND CONFIDENTIALITY

3.1 Confidential Information

Employee acknowledges access to Confidential Information including:

• Strategic business plans and financial information
• Customer lists, contracts, and pricing information
• Proprietary technologies, processes, and methodologies
• Personnel information and compensation data
• Merger, acquisition, or investment opportunities
• Any non-public information regarding the Company’s business

3.2 Continuing Obligations

Employee’s confidentiality obligations shall survive termination indefinitely and Employee agrees to:

• Maintain strict confidentiality of all Confidential Information
• Not use Confidential Information for personal benefit or third-party benefit
• Not disclose Confidential Information except as required by law with prior notice to Company

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4. NON-COMPETITION RESTRICTIONS

4.1 Non-Compete Period

For [duration] following the Separation Date, Employee shall not, directly or indirectly:

• Engage in any Competing Business within the Restricted Territory
• Have any ownership interest in any Competing Business (except passive investments of less than 5%)
• Provide services to any Competing Business as employee, consultant, advisor, or contractor

4.2 Definitions

Competing Business: [Detailed definition of competitive activities]
Restricted Territory: [Geographic scope]

4.3 Reasonableness

Employee acknowledges these restrictions are reasonable in scope, duration, and geography given Employee’s senior position and access to Confidential Information.

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5. NON-SOLICITATION

5.1 Employee Non-Solicitation

For [duration] following the Separation Date, Employee shall not:

• Solicit, recruit, or induce any Company employee to terminate employment
• Assist others in soliciting Company employees
• Hire any Company employee who leaves within 12 months of Employee’s separation

5.2 Customer/Client Non-Solicitation

For [duration] following the Separation Date, Employee shall not:

• Solicit business from Company customers with whom Employee had material contact
• Divert or attempt to divert business opportunities from the Company
• Interfere with Company’s customer relationships

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6. NON-DISPARAGEMENT

6.1 Mutual Non-Disparagement

Employee and Company agree not to make any disparaging statements about each other. This includes statements to media, customers, employees, investors, or other third parties that could reasonably be expected to damage reputation or business relationships.

6.2 Reference Policy

Company agrees to provide neutral employment verification limited to dates of employment, title, and salary upon written request. [Specify any agreed-upon reference approach.]

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7. COOPERATION

7.1 Ongoing Cooperation

Employee agrees to reasonably cooperate with Company regarding:

• Transition of responsibilities and knowledge transfer
• Pending litigation, investigations, or regulatory matters
• Internal investigations or audits
• Customer transition and relationship management

7.2 Availability

Employee shall make reasonable efforts to be available for consultation for [duration] following separation, with reasonable advance notice and compensation for time exceeding [hours per month].

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8. GENERAL RELEASE

8.1 Employee Release

In exchange for the consideration provided herein, Employee releases and forever discharges the Company and its affiliates, officers, directors, employees, and agents from all claims, demands, and causes of action arising from or relating to Employee’s employment or separation, including but not limited to:

• Discrimination, harassment, or retaliation claims
• Wrongful termination or breach of contract claims
• Wage and hour claims
• Claims under federal, state, or local employment laws

8.2 Excluded Claims

This release does not waive:

• Claims that cannot be waived by law
• Rights to vested benefits under employee benefit plans
• Rights to indemnification under Company bylaws or agreements
• Claims arising after the execution of this Agreement

8.3 ADEA Waiver (If Applicable)

[Include specific ADEA waiver language if Employee is over 40, including 21-day consideration period and 7-day revocation period]

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9. REPRESENTATIONS AND WARRANTIES

9.1 Employee Representations

Employee represents and warrants:

• Authority to enter into this Agreement
• No breach of any other agreement by executing this Agreement
• No pending claims against the Company
• Return of all Company property

9.2 Company Representations

Company represents and warrants:

• Authority to enter into this Agreement
• Board/appropriate approval obtained for separation terms

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10. ENFORCEMENT AND REMEDIES

10.1 Equitable Relief

Employee acknowledges that breach of confidentiality, non-compete, or non-solicitation provisions would cause irreparable harm. Company shall be entitled to injunctive relief and other equitable remedies without posting bond.

10.2 Severability

If any provision is deemed unenforceable, the remainder shall remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

10.3 Clawback Provisions

If Employee materially breaches this Agreement, Company may cease severance payments and seek return of amounts already paid, plus reasonable attorneys’ fees.

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11. GENERAL PROVISIONS

11.1 Governing Law

This Agreement shall be governed by the laws of [State] without regard to conflict of laws principles.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.

11.3 Amendment

This Agreement may only be amended in writing signed by both parties.

11.4 Assignment

Company may assign this Agreement. Employee may not assign rights or obligations without Company consent.

11.5 Survival

The following provisions shall survive termination of employment: Sections 3 (Confidentiality), 4 (Non-Competition), 5 (Non-Solicitation), 6 (Non-Disparagement), 7 (Cooperation), 8 (General Release), and 10 (Enforcement).

11.6 Tax Responsibilities

Each party shall be responsible for their own tax obligations. Company makes no representations regarding tax treatment of payments.

11.7 Section 409A Compliance

Payments hereunder are intended to comply with Section 409A of the Internal Revenue Code or qualify for exemption therefrom.

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12. EXECUTION

By signing below, the parties acknowledge they have read, understood, and agree to be bound by all terms of this Agreement.

EMPLOYEE:

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[Employee Name]
Date: ___________

COMPANY:

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[Name], [Title]
Date: ___________

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ATTACHMENT A: Definition of Confidential Information
ATTACHMENT B: List of Company Property to be Returned
ATTACHMENT C: Customer/Client List (if applicable)
ATTACHMENT D: Equity Award Details

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This template should be customized for specific circumstances and reviewed by qualified legal counsel before use. Employment laws vary by jurisdiction and individual situations may require additional or different provisions.