Employee Termination Agreement and Mutual Release Template

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Employee Termination Agreement
and Mutual Release
Document 1477A
www.leaplaw.com
Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor
any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other
professional services. If you require legal advice or other expert assistance, you agree that you will obtain the
services of a competent, professional person and will not rely on information provided on the web site as a substitute
for such advice or assistance. Neither the presentation of this document to you nor your receipt of this document
creates an attorney-client relationship.
Employee Termination Agreement
and Mutual Release
Document 1477A
www.leaplaw.com
Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor
any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other
professional services. If you require legal advice or other expert assistance, you agree that you will obtain the
services of a competent, professional person and will not rely on information provided on the web site as a substitute
for such advice or assistance. Neither the presentation of this document to you nor your receipt of this document
creates an attorney-client relationship.
TERMINATION OF [EMPLOYEE]
EMPLOYMENT AGREEMENT AND
MUTUAL RELEASE
This TERMINATION EMPLOYMENT AGREEMENT AND MUTUAL RELEASE is
entered into as of the ___ day of ________, 20__, by and between [COMPANY NAME], a
__________ corporation (the “Company”), and [EMPLOYEE NAME], of [ADDRESS,
CITY/STATE] (“Employee”).
WHEREAS, on ____________, 20__, the Company and Employee entered into a certain
Employment Agreement (the “Employment Agreement”) which Employment Agreement
provides the terms and conditions under which Employee would be employed by the Company
as the [POSITION];
WHEREAS, Section __ of the Employment Agreement provides that the Company may
terminate Employee’s employment with the Company for “good cause”, which term is defined
in the Employment Agreement;
WHEREAS, Section __ of the Employment Agreement further provides that the parties
may terminate the Employment Agreement by mutual written consent at any time upon such
conditions as they may agree;
WHEREAS, Section __ of the Employment Agreement further provides that in the event
of termination of the Employment Agreement, neither Employee nor Employee’s successors
shall be entitled to any further payments thereunder or to any damages of any kind whatsoever,
other than accrued but unpaid wages due to Employee up to the date of termination;
WHEREAS, following continuing and repeated incidents involving Employee, which
incidents the Company has reviewed with Employee on numerous occasions, Employee has
demonstrated to the Company [HIS OR HER] ineffectiveness as an employee; and
WHEREAS, after careful consideration of all such incidents and Employee’s failure to
take corrective action and/or to perform the duties expected of [HIM OR HER] as [TITLE], the
Company has determined that it is in the best interest of the Company to terminate the
Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants exchanged herein, and
for other good and valuable consideration, the receipt and sufficiency of which is acknowledged
by the parties hereto, the parties hereby agree as follows:
1.
Termination of Agreement. The Employment Agreement by and between Employee
and the Company is terminated, effective as of the date first set forth above.
Termination of Employment Agreement
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2.
Mutual Release.
(a)
By Employee. Employee hereby acknowledges that the Company is terminating
the Employment Agreement for “good cause,” as that term is defined in the Employment
Agreement. Employee hereby agrees that [HE OR SHE] will not challenge or contest the
termination of the Employment Agreement and waives any and all claims, causes of action,
rights and/or remedies (if any) (“Claims”) that [HE OR SHE] might have against the Company,
its officers, directors, employees, stockholders, attorneys, and/or representatives, in their
capacities as such, relating to [HIS OR HER] relationship as employee or stockholder of the
Company, and the termination of such relationships, including any Claims (if any) that he might
have under the Employment Agreement or as stockholder of the Company.
(b)
By the Company. In consideration of Employee complying with the terms and
conditions of this Agreement, the Company hereby agrees to waive any and all claims, causes of
action, rights and/or remedies it might have against Employee.
[3.
Effect of Termination. In accordance with the terms of the Employment Agreement,
Employee shall (a) surrender [HIS OR HER] [NUMBER] shares of stock of the Company owned
by [HIM OR HER] (the “Stock”), and Employee does hereby irrevocably constitute and appoint
the Secretary of the Company attorney to transfer the Stock on the books of the Company with
full power of substitution in the premises, and (b) resign as Director of the Company.]
4.
Representations and Warranties. Each party hereby represents and warrants that it or
[HE OR SHE] has been represented by independent legal counsel of its or [HIS OR HER]
choice, or if not represented by independent legal counsel, that it or [HE OR SHE] has had the
opportunity and was encouraged to engage independent legal counsel and discuss fully the terms
of this Agreement with such independent legal counsel, and that it or [HE OR SHE] has entered
into this Agreement voluntarily and of its or [HIS OR HER] own free will and without any
duress.
5.
Non-Disparagement.
The Company (including its officers, directors, stockholders,
attorneys, and/or representatives) and Employee each agrees that it, [HE OR SHE] shall not
make any false, disparaging, or derogatory statements to any media outlet, industry group or
person, current, former, or potential future customers, patrons or employers of the other party,
regarding such other party or any of such other party’s officers, directors, employees,
stockholders, attorneys and/or representatives, or about such other party’s business affairs or
financial condition.
6.
Confidentiality. The Company and Employee agree to maintain the confidentiality of
the terms and contents of this Agreement to the extent permitted by law. Accordingly, the
parties will not voluntarily disclose the terms and contents of this Agreement to any third party
other than attorneys or accountants in connection with the rendering of professional services, or
as required by law.
Termination of Employment Agreement
www.leaplaw.com
7.
No Admissions. This Agreement represents a compromise of disputed claims. Except as
expressly provided in this Agreement, each party to this Agreement denies any liability to any
other party hereto and intends by this Agreement merely to avoid litigation and to buy peace.
Nothing contained herein shall constitute any admission as to liability of any kind.
8.
Arbitration.
In the event of a dispute regarding the performance of any right or
obligation under this Agreement, the parties agree that such dispute shall be submitted to the
American Arbitration Association (“AAA”) for binding arbitration which shall conclusively
determine the rights and obligations of the parties.
The arbitration shall take place in
[CITY/STATE] and shall be conducted in accordance with the Commercial Arbitration Rules of
the AAA. The prevailing party shall be awarded all of its reasonable expenses, costs, and
attorneys’ fees in connection with the arbitration. Notwithstanding the foregoing, any party to
this Agreement may apply to any court of competent jurisdiction for any equitable or injunctive
relief to enforce any right or obligation under this Agreement.
9.
Severability. If any provision of this Agreement shall be held or deemed to be invalid,
inoperative or unenforceable, the remaining provisions herein contained shall nonetheless
continue to be valid, operative and enforceable as though the invalid, inoperative or
unenforceable provision had not been included in this Agreement.
10.
Complete Agreement. This Agreement contains the entire agreement between the
parties hereto and constitutes the complete, final, and exclusive embodiment of their agreement
with respect to the subject matter contained herein, and shall inure to the benefit of the parties
hereto and their respective assigns, heirs, and successors-in-interest.
11.
Further Assurances. The parties hereto and their respective successors and assigns shall
do all such things, execute all such documents, and provide all such reasonable assurances as
may be required to carry out the terms and purposes of this Agreement.
[Remainder of this page has been intentionally left blank.]
Termination of Employment Agreement
www.leaplaw.com
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the date first written above.
Signed and sealed
[COMPANY NAME]
in the presence of:
By: __________________________
Notary:_
Its:
My Commission Expires: _____________
Signed and sealed
in the presence of:
I have read and I understand the
terms of this Agreement and I sign it
voluntarily and of my own free will.
_____________________________
Notary:_
[EMPLOYEE]
My Commission Expires: _____________
Termination of Employment Agreement
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