Analyze/Featured

Review a separation agreement (employee side)

Audits a severance package from the employee's side, quotes every term worth fighting, and hands you counter-asks ranked by what the employer will actually sign this week.

About 20 minintermediateEmployment, Litigation

Your prompt4,957 characters

Still to fill in: Separation agreement text, Employee profile, State of employment

RoleYou are an employee-side employment lawyer who has negotiated hundreds of separations and knows the difference between a term an HR director fixes in an hour and one that needs a board conversation. You quote the clause before you criticize it, you never spend leverage on filler, and you refuse to dress a demand letter up as a review.What I needReview the separation agreement below for the employee profiled, under the law of State of employment. Their top priority is More severance dollars. Score the deal, audit every material term, name what is missing, and give me counter-asks ranked by how likely the employer is to accept each one.InputsAgreement: Separation agreement text Employee: Employee profile State of employment: State of employment Leverage or potential claims: Leverage or potential claims Top priority: More severance dollarsHow to work this1. Score two axes GREEN, YELLOW, or RED with one sentence each: Economics (severance, bonus, commissions, equity, COBRA, PTO, references) and Exposure (release scope, OWBPA, non-disparagement, cooperation, covenants, clawback). 2. Audit every material term in a table, quoting the operative language and naming the section. A term you cannot quote is a term you have not read. 3. If the employee is 40 or older, run the OWBPA checklist and quote the defect: 21 days (45 in a group program), 7-day revocation, plain writing, advice to consult counsel, and the decisional-unit disclosure. 4. Test the release for carve-outs that cannot be waived by contract: vested benefits, indemnification and D&O, workers' compensation, EEOC and NLRB filing, SEC whistleblower awards, unpaid wages under State of employment. 5. Run each restrictive covenant against State of employment and give a verdict: void, narrowable, or enforceable as written. Do not leave it at "may be unenforceable." 6. Name every outstanding equity grant and what this agreement does to it: forfeited, accelerated, exercise window, RSU settlement. Where the answer lives in the plan rather than the agreement, say so and ask for the plan. 7. Rank the counter-asks by likelihood of acceptance, cheapest to the employer first, with paste-ready language and the one-sentence rationale for opposing counsel.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. Is this a group program where everyone got identical paper, or a one-off separation where the terms are genuinely negotiable? It decides which asks are realistic. 2. What is the deadline on the offer, and has my client already signed anything: an acknowledgment, a resignation letter, a release at grant? 3. What is my client willing to trade? Would they give up the right to pursue the claim in Leverage or potential claims for a bigger number, or do they want the claim preserved? Do not begin the review until I answer. If I tell you to proceed anyway, state each assumption you are making at the top of your output and mark it [ASSUMPTION - verify].Output formatTwo-axis score with reasoning. A material-term audit table: term, quoted language with section, the problem, the counter-ask, likelihood the employer accepts. A missing-protections list with paste-ready clause text. Counter-asks numbered by acceptance likelihood, each with language and rationale. Close with the walk-away signal if asks one through three are refused. End with one line naming the two of my answers that most changed this review, and which counter-ask would have been different (or absent from the list entirely) without them. If an answer changed nothing, say so; it means I should not have been asked.Never do this- If this review would fit any departing employee in any state, it is too generic. Every finding must trace to this agreement's language and this state's law. - No hedging filler. Cut "arguably," "this is fairly standard," and "it depends." Do not tell me to consult employment counsel. That is the person reading this. - Every statute or case you cite must come from my inputs or carry [UNVERIFIED - confirm before sending]. Never invent a code section or quote statutory language you are not certain of. - Where you do not know how State of employment treats a covenant or a release term, say you do not know and tell me what to check. Do not smooth over the gap with fluent prose. - Do not pad the ask list. Five asks the employer might sign beats twelve that make my client look unserious. Length is not value.Before you answer- Did I quote actual agreement language, with a section number, for every flag? - Is every counter-ask accompanied by text my client could paste into a redline? - Did I quote the specific OWBPA defect rather than describing it? - Would this review be useless to a different employee at a different company? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Your counter-asks land on the desk of the employer's outside counsel, who has been told to close this in one round and not exceed the severance budget by more than ten percent. Read the list as the person who has to sign off on it. Which two asks does she sign off on within 24 hours? Which two does she refuse outright, and what does she say to justify it? Which one does she counter, and what does the compromise look like? Then rewrite the slowest-moving ask as a fallback she would sign today without escalating to the CFO.

Go deeper

Pushes the work further once the basics are right.

Opposing counsel will form a view of this negotiation from the email, not the markup. Draft the transmittal that goes with the redline. Four to six sentences. Open collaboratively, list the asks in bullets with no argument attached, propose a 30-minute call this week, name the target signature date, and reference the leverage facts once, factually, without threatening a charge or a lawsuit.

Before you run it

What to gather first

The full agreement including every restrictive-covenant and equity exhibit
The employee's age, tenure, comp, and stated reason for separation
State of employment: non-compete and release rules diverge sharply
Every outstanding equity grant and the plan documents that govern it
Any complaint, leave, or selection pattern that could support a claim

Watch for

Release language is state-specific: California requires an explicit Civil Code § 1542 waiver, and several states require named-statute recitals. Confirm the local formula rather than accepting the model's phrasing.
The FTC non-compete rule was set aside in Ryan v. FTC (E.D. Tex. 2024). Enforceability now turns entirely on state law, which has changed repeatedly since. Verify the current rule in the employee's state.
OWBPA defects void only the ADEA release; the rest of the release survives. Treat a defect as negotiating leverage, not as permission to ignore the agreement.
Equity outcomes usually live in the plan document and grant notice, not in the separation agreement. A review based only on the agreement will miss forfeiture and exercise-window traps.
Do not paste a client's agreement into any tool unless your engagement terms and your firm's AI policy allow it; separation agreements are confidential by their own terms.

What comes back

A two-axis score (economics and exposure) with one-sentence reasoning each, a material-term audit table carrying quoted language and section numbers, a missing-protections list with paste-ready clause text, counter-asks numbered by likelihood of acceptance with rationale for opposing counsel, and a walk-away signal.

See an example of what you’ll get

*(After you answer the three questions: group RIF, offer expires in 21 days, and the client will trade the age claim for money.)* Score. Economics YELLOW: six months is light for a seven-year VP in this market, and the RSU treatment costs more than the severance is worth. Exposure RED: the non-compete is void where she worked, non-disparagement runs one way, and the release has no § 1542 waiver, which means the employer is not even buying what it thinks it is buying. Material-term audit (excerpt) | Term | As drafted | Problem | Counter-ask | Likelihood | |---|---|---|---|---| | § 2(a) Severance | "six (6) months of base salary, paid in a lump sum within thirty (30) days of the Effective Date" | Below market at this tenure; the lump sum bunches two tax years into one | 12 months, paid on the regular payroll cycle | High on the schedule, medium on the number | | § 4 Equity | "all unvested equity awards shall be forfeited as of the Separation Date" | The May 15 tranche (4,200 RSUs, roughly $138K) cliffs eleven days after the Separation Date | Accelerate the May 15 tranche; extend the option exercise window to 12 months | Medium | | § 7 Non-compete | "shall not for twelve (12) months engage in any competing business anywhere in North America" | Void under Bus. & Prof. Code § 16600; SB 699 also gives her an affirmative claim for including it | Strike; replace with a trade-secret reaffirmation | High; they have no enforceable position | | § 9 Non-disparagement | "Employee shall not disparage the Company" | One-way, no carve-outs for testimony or truthful statements about working conditions | Make mutual as to officers and HR; add carve-outs | High | | § 11 Release | "all claims known and unknown" | No § 1542 waiver and no carve-outs; the unknown-claims release is not effective in California as drafted | Add the § 1542 recital and the carve-out paragraph below | High; this is the employer's problem, not ours | | § 13 OWBPA | 14-day consideration period, no revocation clause | She is 52 and this is a group program: no 45-day period, no 7-day revocation, no decisional-unit disclosure | Conform to 45/7 and demand the § 626(f)(1)(H) disclosure | High | Missing protections (paste-ready). *§ 1542 waiver:* "Employee expressly waives the protection of California Civil Code section 1542..." *Carve-out paragraph:* "This Release does not waive (a) vested rights under any benefit plan; (b) indemnification rights under any agreement, bylaw, or D&O policy; (c) any claim that cannot be waived as a matter of law, including EEOC and NLRB charge filing and SEC whistleblower awards; (d) claims arising after the Effective Date." Counter-asks in order of acceptance likelihood. (1) OWBPA conformity: technical, required, costs nothing. (2) § 1542 waiver and carve-out paragraph: they want this more than we do. (3) Strike the non-compete. (4) Mutual non-disparagement plus a written characterization of the departure as a position elimination. (5) Accelerate the May 15 RSU tranche: frame it as resolving the decisional-unit disclosure question, not as a raise. (6) Twelve months of severance on the regular payroll cycle. Walk-away signal. If they refuse asks one through three, the release they are offering does not do what they need it to do, and the § 626(f)(1)(H) disclosure request alone will send this back to their employment counsel. At that point the choice is hers: sign and treat the void terms as void, or hold and let the disclosure demand do the work. What your answers changed. That this is a group program is what puts the § 626(f)(1)(H) disclosure on the board. In a one-off separation ask (1) collapses to a 21/7 timing point and the severance number moves to the front of the list. That your client will trade the age claim for money is why ask (5) is framed as resolving the disclosure question rather than as a claim she intends to press.

Why this prompt is built the way it is

## Framework 1. **Two axes, scored separately.** Economics = severance, bonus, commissions, equity, COBRA, PTO, outplacement, references. Exposure = release scope, OWBPA compliance, non-disparagement, cooperation, restrictive covenants, confidentiality, clawback hooks. 2. **OWBPA red lines for anyone 40 or older.** 21 days to consider (45 in a group program), 7-day revocation, written in understandable terms, advice to consult counsel, and the § 626(f)(1)(H) decisional-unit disclosure for group separations. A defect voids the ADEA release only. That is leverage, not a deal-breaker. 3. **Carve-outs that cannot be waived.** Vested benefits, indemnification and D&O, workers' compensation, EEOC and NLRB charge filing, SEC whistleblower awards, unpaid wages, protected leave. 4. **Restrictive covenants ride on the new consideration.** Push to strike where state law voids them, narrow geography and duration where it does not, and scrub any customer list down to actual relationships. 5. **Equity is the hidden ball.** Acceleration on termination without cause, forfeiture of unvested options, post-termination exercise window, RSU settlement versus cancellation, PTO payout rate. 6. **Non-disparagement must be mutual and bounded.** One-way non-disparagement is a tell. Carve out testimony, government inquiries, and truthful statements about working conditions. 7. **Order asks by movement, not by value.** Lead with what costs the employer nothing. Save the dollars for the second round.