Signing severance documents after termination

Key Issues in Negotiating an Employment Severance Package

In an uncertain economy—and in an era of mass tech layoffs, rapid AI-driven workforce restructuring, and shifting employment law—almost any employee or executive will at some point face having his or her employment terminated. Losing a job is a stressful and disorienting experience, but it also presents an opportunity to negotiate a severance package that protects your financial security, preserves important rights, and gives you the best possible foundation for what comes next.

Severance negotiations matter more than many employees realize. The difference between accepting the first offer and negotiating skillfully can amount to months of additional salary, continued health coverage, accelerated equity vesting, and favorable treatment on a range of legal and reputational issues.

The stakes are especially high for executives and senior managers, whose compensation packages—including equity, bonuses, and contractual protections—add layers of complexity that require experienced legal counsel to navigate effectively. But many of the principles in this article apply to employees at all levels.

This article focuses primarily on severance for executives, but notes where issues may differ for non-executive employees.

Key Principles Before You Negotiate a Severance Package

Don't sign immediately. If you are over 40, the law gives you at least 21 days to consider and 7 days to revoke. Even if you’re younger, state law often requires at least some time to review, and most companies offer a review period anyway. Use that time wisely.
Get experienced legal counsel. An employment attorney pays for herself many times over in a well-negotiated severance agreement. The issues discussed here are complex, and the rights waived are often permanent. Especially helpful are employment law firms for professionals and entrepreneurs powered by AI-driven analytics.
Know your leverage. Potential legal claims, WARN Act exposure, and company reputational concerns are all negotiating currency. And the company may need your assistance in the future. Good employment lawyers know the leverage points, even if there aren’t formal legal “claims” to pursue.
The first offer is rarely the final offer. Employers routinely have room to improve the initial package—especially for executives. You may be told that what you’ve been offered is “standard,” but more often than not, there’s room for more.
Not everything is about cash. Equity treatment, health coverage, references, D&O protection, and non-compete scope can be just as valuable.
Pick your battles. You are unlikely to prevail on every issue. Identify your top priorities and focus your energy there.

19 Important Issues to Consider When Negotiating a Severance Package

1. Severance Pay

Severance pay is typically the most financially significant component of a severance package, and it deserves careful attention. A company may be obligated to pay severance under the employee's existing employment agreement, under the federal WARN Act or its state equivalent (which require advance notice or pay in lieu of notice for mass layoffs), or pursuant to company policy. Even where no legal obligation exists, companies typically offer severance in exchange for a release of claims, making the negotiation of that release a critical lever for improving the overall package.

An executive's best opportunity to negotiate meaningful severance is when the termination is "without cause" as defined in any employment agreement or other employment documents. Termination for cause typically forfeits severance rights entirely. Equally important is the concept of "constructive termination" or resignation for "good reason": if a company materially reduces an executive's duties, compensation, or reporting structure without consent, the executive may be entitled to treat the change as a termination and claim severance as if terminated without cause. Some executives fail to assert this right; it should be reviewed carefully with employment counsel.

Key issues to negotiate on severance pay include:

Can you increase the company's initial offer? For executives, 3-6 months of base salary is typical; for CEOs and C-suite officers, 12 months is common. For lower level employees, the amount is often dependent on the length of employment, such as one month for every year of employment, subject to a cap.
Knowing what similarly situated employees have received in comparable circumstances can give you important benchmarking information. This is another area where good employment lawyers can help, since many employees don’t have access to that information.
If the termination follows a merger, acquisition, or other change of control, the employee often has grounds to argue for enhanced severance. Be aware, however, that change-of-control payments above three times average annual compensation may trigger the 20% excise tax under IRC Section 280G (discussed separately below).
You usually want to negotiate for a lump-sum payment up front rather than continued salary installments, where possible. Lump sums are cleaner, eliminate the risk of company insolvency during the payment period, and avoid disputes about offset and mitigation.
If severance is paid in installments, ensure the agreement expressly states that payments continue in the event of your death or disability, and that there are no offsets, clawbacks, or mitigation requirements (i.e., that the payments continue even if you obtain new employment).
Clarify whether the severance includes any accrued but unpaid annual bonus, and how a pro-rated bonus for the year of termination will be calculated and paid.

2. PTO, Unpaid Bonuses, and Accrued Vacation Pay

The severance agreement should specifically address any accrued but unused paid time off (PTO), unpaid bonuses, or vacation pay owed at the time of termination. In many states, accrued vacation is treated as earned wages under state law and cannot be forfeited—meaning the company is legally required to pay it out regardless of whether it is addressed in the severance agreement.

Review your state's wage payment laws and the company's Employee Handbook or PTO policy to understand what you are owed as a matter of law before accepting the company's characterization of what will be paid.

The timing of the PTO payout also matters. Many employees assume it will be included in the final paycheck, but some companies process it separately. The severance agreement should specify that any accrued PTO will be paid no later than the final day of employment or within the period required by applicable state law, and should state the number of accrued hours being paid out so that both parties agree on the amount before the agreement is signed.

3. Medical, Dental, Vision, and Other Benefits

Under COBRA (the Consolidated Omnibus Budget Reconciliation Act), a terminated employee is entitled to continue group health coverage under the company's plans for up to 18 months after termination—or up to 29 months if the employee qualifies as disabled under Social Security standards. The critical issue is who pays the premiums.

Unless negotiated, COBRA premiums are entirely the employee's responsibility, and they can be substantial—often $800 to $1,500 per month or more for family coverage. Negotiating for the company to pay COBRA premiums for 6 to 18 months is a common and valuable ask for senior executives.

However, employees should also compare COBRA against coverage available through the ACA Marketplace. A job loss is a "qualifying life event" that triggers a special enrollment period, allowing terminated employees to purchase individual or family coverage through the Marketplace within 60 days of losing employer coverage. Depending on household income, significant premium tax credits may be available, making a Marketplace plan more affordable than COBRA. Because employer-paid COBRA contributions may be taxable to the employee, some executives prefer to negotiate a taxable lump-sum cash payment equal to the estimated premium cost—sometimes "grossed up" for taxes—and purchase their own coverage.

Beyond medical coverage, don't overlook dental and vision insurance (often separate plans with separate COBRA elections), employer-paid life insurance, short-term and long-term disability coverage, and any Employee Assistance Program benefits. For executives, the continuation of these benefits—or cash equivalents—should all be addressed explicitly in the severance agreement, because they lapse automatically at termination unless otherwise negotiated.

4. Equity: Stock Options, RSUs, and Performance Share Units

For most executives and senior employees, equity compensation represents a substantial portion of total compensation, and its treatment at termination can be the most financially significant issue in the entire severance negotiation. The starting point is the company's existing equity plan documents and grant agreements, which will specify what happens to unvested awards upon termination. These baseline terms are almost always negotiable in a severance context, particularly for senior executives.

The key equity issues to address include:

Accelerated vesting of stock options and restricted stock units (RSUs). Full or partial acceleration of unvested awards is one of the most valuable concessions a company can make. Alternatively, some companies will allow for continued vesting of unvested awards for a negotiated period of time after employment ceases, usually subject to the departing executive’s adherence to other post-employment obligations.
Performance stock units (PSUs). PSUs are now an important form of long-term equity compensation at many public and larger pre-IPO companies, yet are frequently overlooked in severance negotiations. Termination before the end of a performance period typically results in forfeiture of all PSUs—even if the performance criteria are ultimately met. Negotiate for pro-rated PSU vesting based on the portion of the performance period served, paid out at target (or actual, if determinable) performance levels.
Extended exercise windows. Most stock option agreements require exercise within 90 days of termination, after which unexercised options are forfeited. This is often an unreasonable burden, particularly for options that are "in the money" but illiquid (e.g., at a pre-IPO company). Request an extension of the exercise window to 12 or 24 months—or even the full remaining term of the option.
Cashless exercise. If significant out-of-pocket cash would be required to exercise options, request a "cashless exercise" mechanism that allows the employee to surrender a portion of the options or RSUs to cover the exercise price.

5. Outplacement Assistance

Many companies routinely offer the services of an outplacement firm as part of the severance package, at no cost to the departing employee. Outplacement services typically include resume preparation, executive coaching, interview preparation, networking guidance, and job search strategy. For executives, this benefit often has a stated value of $10,000 to $25,000, and can be genuinely useful, particularly for senior leaders who have not navigated a job search in many years.

If the company doesn't proactively offer outplacement assistance, ask for it. Alternatively, you may negotiate for a cash equivalent in lieu of the outplacement service, which allows you to engage whatever career support you find most useful—whether an executive recruiter, a career coach, or simply additional financial runway. If the company insists on providing outplacement through a specific firm, request the right to choose your own service provider, as not all outplacement firms offer the same quality of senior-level support.

6. General Release of Claims

The general release is the central consideration the company receives in exchange for making severance payments. By signing the release, the employee typically waives virtually all claims against the company, known or unknown, including claims for:

Unpaid wages or overtime;
Discrimination based on race, age, sex, etc.;
Wrongful termination;
Sexual harassment;
Breach of contract;
Commission or bonus disputes;
Whistleblower claims;
Wage violations;
Disability or pregnancy accommodation claims;
A wide range of other potential causes of action

The release typically covers the company and all of its officers, directors, shareholders, subsidiaries, affiliates, successors, and assigns. Once signed and the revocation period has passed, these waivers are permanent.

Several critical protections can be built into the release to protect the employee:

Mutual release. In many cases, it is appropriate to ask for the release to be mutual—releasing the employee from any potential claims by the company—so that the employee does not face the threat of litigation from the former employer after the severance agreement is signed.
Carve-outs for non-waivable rights. The release should expressly exclude any claims that cannot be waived as a matter of law, including the right to file charges with the EEOC, NLRB, SEC, or other government agencies (even if the monetary recovery from such claims is waived).
Carve-out for rights under the severance agreement itself. The release should not extinguish the employee's right to enforce the severance agreement.
Carve-out for vested equity and benefit plan rights. Vested stock options, 401(k) balances, pension benefits, and other earned retirement benefits should be explicitly excluded from the scope of the release.
Carve-out for indemnification and D&O insurance. The release should preserve any rights the employee has under the company's bylaws, indemnification agreements, or D&O insurance policies
Carve-out for unreimbursed business expenses. Any outstanding expense reimbursement claims should be excluded from the release and addressed separately.
California-specific language. In California, a release of "unknown claims" requires specific statutory language waiving the protections of California Civil Code Section 1542. Without this language, a California release may not effectively release unknown claims at all.

For employees over 40, the Older Workers Benefit Protection Act (OWBPA)—which supplements the Age Discrimination in Employment Act (ADEA)—requires that the release specifically refer to ADEA claims, that the employee be given at least 21 days to consider the agreement (or 45 days in a group termination), and that there be a 7-day revocation period after signing. These requirements cannot be waived by contract. If these procedures are not followed by the company, the release of age discrimination claims is void.

7. Non-Disparagement

Companies routinely include non-disparagement clauses in severance agreements, prohibiting the departing employee from making statements that "impugn the character, honesty, integrity, morality, business acumen, or abilities" of the company or its personnel. These clauses are broadly written and can be surprisingly easy to breach—even in the context of explaining to a prospective employer why you left your previous position. Employees can push for: (1) a mutual non-disparagement clause that binds the company equally; (2) a carve-out for truthful statements made in legal or governmental proceedings.

Model language for a mutual non-disparagement clause that some employers have accepted:

"The Company shall not authorize and shall take reasonable measures to prevent its present or former officers or directors from making derogatory or disparaging statements regarding Employee to any third party. Employee agrees not to make any derogatory or disparaging statements about the Company, its products, services, or personnel, to any third party; provided, however, that nothing in this provision shall prevent either party from making truthful statements in response to legal process, to government agencies, or as otherwise required by law."

In February 2023, the National Labor Relations Board ruled in McLaren Macomb, 372 NLRB No. 58, that severance agreements containing overly broad non-disparagement and confidentiality provisions violate the National Labor Relations Act—because such provisions may chill employees' rights to discuss wages, working conditions, or to assist coworkers in filing NLRB charges. The NLRB's subsequent General Counsel memorandum (March 2023) confirmed the ruling applies to all covered employers (union and non-union alike) and may apply retroactively. Importantly, the NLRB did not ban all non-disparagement or confidentiality clauses—narrowly tailored provisions that do not restrict Section 7 rights may still be lawful.

8. References and Departure Characterization

How the company characterizes the termination and responds to reference inquiries can have a significant and long-lasting impact on the employee's career. The employee can attempt to negotiate a specific provision addressing both issues. On references, consider requesting language that commits the company to providing a positive reference:

"Company acknowledges that Employee performed admirably during his/her tenure with the Company and agrees to provide positive recommendations to interested prospective employers who inquire about Employee's past performance and contributions."

Many employers are reluctant to commit to "positive" references as a matter of legal policy and will only agree to confirm title, dates of employment, and that the employee left in good standing. Even this more limited commitment is worth obtaining in writing. At minimum, identify by name which individual(s) at the company will respond to reference calls, and consider requesting that those individuals sign a letter of recommendation that can be shared directly with prospective employers.

Equally important is how the termination is described publicly and to remaining employees. Request a mutually agreed-upon internal announcement and external talking points. If the termination can be characterized as a resignation, a restructuring, or a mutual separation, that framing is generally preferable to a termination characterization for the employee's subsequent job search—though it may affect unemployment insurance eligibility.

9. Non-Solicitation of Employees and Customers

Companies commonly include two types of non-solicitation covenants in severance agreements: restrictions on soliciting the company's employees to leave, and restrictions on soliciting the company's customers or clients. Both should be carefully scrutinized and, where possible, narrowed.

An employee non-solicitation is generally less objectionable than a non-compete, but it should be limited to a reasonable time period (typically six months to one year), to employees with whom the departing executive had a direct working relationship, and should expressly exclude general job postings or advertisements not specifically targeted at the company's personnel.

A customer non-solicitation is far more problematic—an overbroad restriction can function as a "stealth non-compete" that effectively prevents the executive from practicing in his or her industry. Such a provision should be limited to: (a) customers with whom the executive had direct contact; (b) using the company's confidential information to solicit those customers; and (c) a reasonable time period. The restriction should not extend to customers the executive brings to the new employer from an entirely independent source.

10. Non-Compete Agreements

A non-compete provision prohibits the departing employee from working for a competitor for a specified period of time and within a specified geographic scope. For employees, this is typically the most onerous and consequential restriction in a severance agreement, as it can directly limit livelihood. Employees should push back forcefully on any non-compete, or at minimum seek to: (a) limit the duration to six months or less; (b) define "competitors" narrowly and by name; (c) limit the geographic scope to specified areas where the employee worked for the company, as many companies’ operations are now regional and even national in scope; and (d) obtain meaningful additional compensation in exchange for the restriction.

In April 2024, the Federal Trade Commission issued a rule that would have banned virtually all non-compete agreements nationwide. However, in August 2024, the U.S. District Court for the Northern District of Texas struck down the rule entirely, finding that the FTC exceeded its statutory authority. The FTC subsequently withdrew its appeals in September 2025, effectively ending any chance of the federal ban going into effect.

As a result, non-compete enforceability continues to be governed by state law—and the variation among states is dramatic. California, Minnesota, North Dakota, and Oklahoma ban most employee non-competes outright. Many other states have enacted recent reforms limiting their duration, scope, or applicability to lower-income workers. Employees should understand the law in their state before agreeing to any non-compete, and should consult employment counsel on enforceability.

11. Confidentiality of the Severance Agreement

Employers routinely require that the terms of the severance agreement—especially the amount of severance—be kept confidential. This is a reasonable request in most circumstances, and employees typically accept it. However, the confidentiality obligation should include standard carve-outs permitting disclosure: (i) to immediate family members; (ii) to the employee's attorney, accountant, or financial advisor (on a confidential basis); (iii) as required by any tax authority or government agency; and (iv) in any legal or arbitration proceeding arising under the agreement.

12. D&O Indemnification and Insurance Tail Coverage

If the departing employee served as an officer or director of the company, the continuation of indemnification and Directors & Officers (D&O) insurance coverage after departure is a critically important issue. Officers and directors can face personal liability arising from actions taken during their tenure long after they have left the company—including in shareholder litigation, regulatory investigations, and government proceedings. If the company is subsequently acquired, goes private, or changes D&O carriers, the departing executive may find that coverage has disappeared precisely when it is most needed.

Executives can negotiate for explicit contractual commitments that: (a) the company's indemnification obligations to the executive (under its bylaws and any indemnification agreement) survive the termination of employment; (b) the company will maintain D&O insurance coverage at current levels for a period of at least three to six years following departure, or will purchase a D&O "tail" policy (also called a "run-off" policy) specifically covering the executive for acts taken during employment; and (c) the general release in the severance agreement expressly preserves all indemnification and insurance rights. These protections are especially important for executives departing from companies that are in financial distress, undergoing significant transactions, or facing regulatory scrutiny.

13. Dispute Resolution

The severance agreement should specify how disputes arising from the agreement will be resolved. For most employees, binding arbitration is preferable to litigation—it is faster, less expensive, and more private than court proceedings. Below is an example of a pro-employee arbitration provision:

"Any controversy, dispute, or claim arising out of or related to this Agreement, breach of this Agreement, or Employee's employment or termination of employment by the Company, shall be resolved solely and exclusively by final confidential binding arbitration conducted in accordance with the rules of the American Arbitration Association (the “AAA”) in effect at the time of commencement of the arbitration action. The Company will pay the arbitration filing fees and the arbitrator's fees. One arbitrator shall be appointed by the AAA, and the arbitrator shall not have a conflict of interest. The parties agree to waive any rights to a jury trial or bench trial in connection with the resolution of any dispute under this Agreement, although both parties may seek interim emergency relief from a court to prevent irreparable harm. The arbitrator shall have the power to award all relief available in law or equity supported by credible, relevant, and admissible evidence."

14. Legal Fees

Companies will sometimes agree to reimburse the employee for legal fees incurred in reviewing and negotiating the severance agreement. The amount typically ranges from $5,000 to $25,000, depending on the complexity of the agreement and the duration of the negotiation. For executives with substantial severance packages, the fees may be higher if the negotiation is protracted or contentious.

Even if the company does not proactively offer to pay legal fees, the employee should ask. Framing the request appropriately helps: note that both parties benefit from having the agreement properly reviewed, and that the company's legal team is already familiar with the issues, whereas the employee is engaging counsel for the first time. Many companies will agree to at least a partial fee reimbursement when the request is made professionally. Whether or not the company pays, engaging experienced employment counsel is almost always worth the cost for any executive or senior-level severance negotiation.

15. Unemployment Insurance Eligibility

Unemployment insurance is an often-overlooked component of the financial safety net available to terminated employees, yet it can provide meaningful bridge income—typically 40–60% of prior wages, up to a state-specified weekly maximum—for 12 to 26 weeks after termination. Eligibility depends on the reason for separation: employees terminated without cause generally qualify; employees who resign voluntarily generally do not; employees terminated for gross misconduct may be disqualified under some state laws.

This makes the characterization of the termination in the severance agreement—and in any company records submitted to state unemployment agencies—directly relevant to eligibility. The employee should confirm that the company will not contest an unemployment claim, and should avoid agreeing to any language in the severance agreement that could be used to characterize the separation as a voluntary resignation if that is not the accurate description.

If the company is asking the employee to resign as part of a mutual separation, the employee should weigh the reputational benefit of a voluntary resignation framing against the potential loss of unemployment benefits.

16. Company Property, Expense Reimbursement, and Remote Work Costs

The severance agreement should address the return of company property (including laptops, mobile devices, access credentials, and physical documents) and specify any equipment the employee is permitted to keep.

Expense reimbursement deserves explicit attention. Any outstanding business expense reimbursements (including travel, meals, client entertainment, and professional development expenditures) should be addressed as a separate payment obligation.

In the post-2020 remote work era, reimbursable expenses may also include home office equipment, high-speed internet costs, ergonomic furniture, and mobile phone plans that were provided to support remote work. Some states require employers to reimburse employees for necessary remote work expenses regardless of any severance agreement terms.

17. Tax Considerations

When negotiating an employment severance package, tax implications can significantly affect total net payout. Managing taxation requires attention to timing, classification, and regulatory compliance. Key tax considerations include:

Ordinary Income Tax Treatment: The IRS classifies standard severance as supplemental wages. Payments face federal income tax withholding (typically 22%), state and local taxes, and FICA taxes (Social Security and Medicare).
Payment Timing Strategies: Lumping a large payout into a single high-earning calendar year can push income into higher marginal tax brackets.
Section 409A Compliance: Under Internal Revenue Code Section 409A, deferred severance payments must meet strict timing rules or qualify for exemptions (such as the short-term deferral rule or involuntary separation pay exception). Non-compliance results in immediate income taxation plus a 20% penalty tax and interest charges on the employee.
Allocating Non-Wage Settlement Portions: Payments designated for non-wage legal claims—such as physical injury damages or specific non-taxable settlements—may be exempt from income and FICA taxes. Proper documentation and justifiable legal allocation are required to withstand IRS scrutiny.
Tax-Advantaged Allocations: Employees can negotiate directing portions of severance toward pre-tax retirement plan contributions (subject to annual IRS limits) or health insurance continuations, reducing overall taxable income.
Section 280G Excise Tax: If the employment termination is in connection with an acquisition of the employer, executives should consider and try to avoid the potential applicability of the IRC Section 280G “Golden Parachute” excise tax.
Accelerated Vesting of Equity: Accelerated vesting of stock options or RSUs can potentially trigger income tax.

The advice of competent tax counsel or tax accountant may be appropriate.

18. Cooperation Obligations of the Employee

Companies almost universally include a cooperation clause requiring the departing employee to assist with litigation, government investigations, or other matters related to the employee's period of employment. While some cooperation obligation is reasonable—the employee has unique knowledge and the company may genuinely need it—an unconstrained cooperation obligation can become burdensome and disruptive to the employee's subsequent career. The employee can seek to limit the obligation as follows:

Cooperation should be limited to matters that arose during the employee's tenure and fall within the employee's actual scope of responsibility.
The obligation should not unreasonably interfere with the employee's subsequent employment or personal obligations.
The employee should be compensated for time spent cooperating, at a specified consulting rate (e.g., $500 per hour or more for senior executives)
The company should reimburse all reasonable out-of-pocket expenses, including legal fees if the employee reasonably determines that separate counsel is needed for the matter in question. In such cases, the employee should insist on the right to choose its own counsel.
The employee's obligation to cooperate should not extend to providing information that is protected by attorney-client privilege, to assisting in any proceeding against the employee personally, or to making statements the employee believes to be false or misleading.

19. Use of AI in Connection with Employment Severance Agreements

Facing employment termination can feel overwhelming, but artificial intelligence offers departing employees a powerful tool for reviewing and negotiating severance packages. AI-driven language models can rapidly analyze complex, boilerplate severance agreements to translate legal jargon into plain, understandable terms. Employees can quickly identify key obligations, such as non-compete clauses, non-solicitation rules, and broad non-disparagement or confidentiality provisions.

Beyond simple interpretation, AI helps evaluate contract fairness by comparing offered payouts, benefit continuations, and equity vesting schedules against industry standards and legal precedents—such as recent NLRB rulings restricting overly broad post-employment covenants. By spotting potential red flags, uncompensated accrued leave, or missing mutual protections, AI can equip employees with actionable leverage.

Furthermore, AI serves as an interactive drafting assistant. It can generate tailored counter-proposals, craft professional negotiation emails, and outline specific carve-out requests—such as securing reference letters, extending health coverage, or narrowing restrictive clauses. While AI does not replace qualified legal counsel, it can demystify dense legal contracts, accelerate the review process, and can give terminated employees the confidence and strategic clarity needed to advocate effectively for a better severance outcome. That said, there is no substitute for qualified employment counsel, especially where the amount at hand is substantial or the issues at play are complex.

Particularly helpful AI tools include Claude, ChatGPT, Gemini, and FairPlay.

Conclusion: Before You Sign a Severance Agreement

A severance agreement is one of the most consequential legal documents most employees will ever sign—and unlike many contracts, it is often negotiable. The rights waived under a general release are permanent and broad, the financial stakes can be substantial, and the legal landscape governing these agreements has shifted meaningfully in the past few years. Yet many employees, feeling anxious and eager to resolve a difficult situation, sign the first offer without seeking counsel or considering the full range of issues at play. That is almost always a mistake.

The issues addressed in this article represent the landscape of any serious severance negotiation. You will not prevail on every issue, and you should identify your highest priorities and focus your negotiating energy there. But going into the negotiation informed, prepared, and with experienced legal counsel at your side is the single most effective step you can take to protect your interests and emerge from a difficult transition in the strongest possible position.

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This article is intended for general informational purposes only and does not constitute legal, tax, or financial advice. Employment law varies significantly by state, and the legal landscape governing severance agreements continues to evolve. Always consult a qualified attorney and, where appropriate, a tax advisor before signing any severance agreement.