1. Some Basics About Severance Agreements Presented by David T. Harmon

2. Program Critical Documents Key Provisions To Be Considered Employment Restrictive Covenants Policy and Practice Related Compensation/Severance/Benefits Release and Post-Employment Covenants Additional Provisions

3. CRITICAL DOCUMENTS: EMPLOYMENT DOCUMENTS –Offer Letter and/or Employment Agreement –Supplemental Letter or Memorandum –Employment Application –Stock Option Agreements/Plan documents

4. CRITICAL DOCUMENTS: RESTRICTIVE COVENANT DOCUMENTS –Confidentiality/Non-Disclosure Agreement (Trade Secrets) –Non-Solicitation Agreement (Customers/Employees) –Non-Compete Agreement

5. CRITICAL DOCUMENTS: POLICY AND PRACTICE RELATED DOCUMENTS –Employee Handbook/Manual –Policy Updates/Training –Reviews/Compensation History

6. KEY PROVISIONS TO BE CONSIDERED –Coverage of expenses related to employee testimony/cooperation –Expense Reimbursement –Vacation –Unemployment Insurance Benefits –Health, disability and death benefits (Transferability) –Attorneys’ Fees for Negotiation/Settlement –Outplacement COMPENSATION/BENEFITS/SEVERANCE/ SETTLEMENT OF CLAIMS – Payment/Severance; Timing of Payment – Consideration for Post-Employment Restrictive Covenants – Classification of Payment: Wages or Settlement of Tort (IRS regulations) – Stock Options

7. KEY PROVISIONS TO BE CONSIDERED RELEASE, CONFIDENTIALITY AND POST-EMPLOYMENT COVENANTS –Release: Mutual or Employer Favored –Covenants: Confidentiality Work Product Non-Compete Non-Solicitation of customers Non-Poach of employees

8. KEY PROVISIONS TO BE CONSIDERED ADDITIONAL PROVISIONS –References/Non-Disparagement –No Admission of Wrongdoing –No Return –Return of Company Property –Confirm Consultation with Attorney –Breach and enforcement, jurisdiction; dispute resolution. –45/21 Days to Consider, 7 Days to Revoke (ADEA Requirement) –Authorized Signatory

9. David T. Harmon David T. Harmon dtharmon@nmmlaw.com Areas of Practice: Corporate Labor & Employment Higher Education Law Admitted to Practice in: New York Education: Syracuse University College of Law, J.D. Tufts University, B.A.