[COMPANY LETTERHEAD]

TERMINATION NOTICE & SEPARATION AGREEMENT

(Indiana – At-Will Employment)

Effective Date: [DATE]
Employee: [EMPLOYEE LEGAL NAME], [ADDRESS]
Employer: [COMPANY LEGAL NAME], an [Indiana] [corporation/LLC] with its principal place of business at [ADDRESS]

[// GUIDANCE: This document is designed for unilateral delivery to the Employee. If you intend the Employee to sign and return, convert Sections X and XI into a bilateral signature block.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Purpose. This Termination Notice & Separation Agreement (“Agreement”) formally notifies Employee of the termination of Employee’s at-will employment with Company and sets forth the parties’ respective rights and obligations arising from such separation.

1.2 Consideration. In consideration of the promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below (such meanings to apply equally to singular and plural forms).

“Accrued Compensation” means all base wages earned but unpaid through the Separation Date, including any accrued but unused PTO, less applicable withholdings.

“Agreement” has the meaning set forth in Section 1.1.

“Benefit Plans” means each group health, dental, vision, or other welfare benefit plan sponsored by Company in which Employee participated immediately prior to the Separation Date.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. § 1161 et seq.

“Confidential Information” means all non-public information concerning Company’s business obtained by Employee during employment.

“Final Pay Date” has the meaning set forth in Section 3.2(a).

“Separation Date” means [DATE OF TERMINATION], the last day on which Employee performs services for Company.

3. OPERATIVE PROVISIONS

3.1 Termination of Employment.
(a) Employment Terminates. Effective as of the Separation Date, Employee’s employment and any offices, directorships, and other positions with Company and its affiliates automatically terminate.
(b) At-Will Status. Nothing herein alters the parties’ prior at-will relationship; termination is without specific cause and without implication of wrongdoing.

3.2 Final Compensation & Benefits.
(a) Timing of Payment. Pursuant to Ind. Code § 22-2-5-1, Company shall remit Accrued Compensation no later than the earlier of (i) ten (10) business days following the Separation Date or (ii) the next regular payroll date (the “Final Pay Date”).
(b) Itemized Statement. An itemized wage statement will accompany the Final Pay.
(c) COBRA Notice. Coverage under the Benefit Plans will cease at 11:59 p.m. on the Separation Date. A separate COBRA election notice outlining continuation rights, premiums, and deadlines will be provided by the plan administrator within the statutorily prescribed period.
(d) Unemployment Insurance. Employee may be eligible for unemployment benefits through the Indiana Department of Workforce Development (“DWD”). Eligibility determinations are made solely by DWD. For information or to file a claim, visit: https://www.in.gov/dwd.
(e) Deductions. All amounts payable under this Section are subject to applicable federal, state, and local withholding taxes and authorized deductions.

3.3 Return of Company Property. No later than the Separation Date (or earlier upon request), Employee shall return to Company all property, including without limitation keys, access cards, devices, documents (physical or electronic), and Confidential Information.

3.4 Post-Employment Cooperation. Upon reasonable notice, Employee shall cooperate with Company in transitioning duties and in any investigation, litigation, or administrative proceeding concerning events that occurred during employment. Company will reimburse reasonable, pre-approved out-of-pocket expenses incurred in providing such cooperation.

4. REPRESENTATIONS & WARRANTIES

4.1 Company Representations. Company represents that:
(a) All payments and benefits provided herein constitute all amounts due to Employee under any contract, policy, or law; and
(b) Company will comply with all Indiana and federal wage-payment statutes.

4.2 Employee Representations. Employee acknowledges and represents that:
(a) Employee has received all compensation and benefits owed through the date hereof except as expressly provided in Section 3.2;
(b) Employee is not aware of any work-related injury or illness not previously reported; and
(c) Employee has not filed, and is not presently aware of grounds to file, any complaint or charge against Company with any governmental agency.

[// GUIDANCE: If offering severance in exchange for a release, insert an Older Workers Benefit Protection Act–compliant release and “knowing and voluntary” acknowledgments here.]

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall at all times preserve the confidentiality of Confidential Information and shall not use or disclose such information except as expressly authorized in writing by Company or as required by law.

5.2 Non-Disparagement. Employee agrees not to make any statement that disparages or may reasonably be construed to disparage Company, its products, services, officers, directors, or employees.

5.3 Restrictive Covenants Incorporated. Any non-competition, non-solicitation, or confidentiality agreements previously executed by Employee remain in full force and effect according to their terms.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach by Employee of Sections 3.3, 4.2, or 5 constitutes a default.

6.2 Notice and Cure. Company shall provide written notice of default. Employee shall have five (5) business days to cure a curable breach. Breaches relating to misuse of Confidential Information are deemed incurable.

6.3 Remedies. Upon default, Company may pursue (i) injunctive relief, (ii) monetary damages, and (iii) recovery of reasonable attorney’s fees and costs. The remedies herein are cumulative and not exclusive.

7. RISK ALLOCATION

[NOT APPLICABLE — No indemnification or liability caps apply per metadata. This Section intentionally left blank.]

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and all claims or disputes arising hereunder shall be governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], Indiana, and waive any objection based on inconvenient forum or lack of jurisdiction.

8.3 Arbitration. Not applicable.

8.4 Jury Waiver. Not applicable.

9. GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements concerning such subject matter, except as expressly preserved in Section 5.3.

9.2 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in a writing signed by both parties. No waiver shall constitute a continuing waiver unless expressly stated.

9.3 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Company may assign this Agreement to any successor or affiliate.

9.4 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to achieve its intended purpose.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. A signature transmitted by PDF or electronic signature service (e.g., DocuSign) shall be deemed an original.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the Effective Date.

[// GUIDANCE: Consider adding a notary acknowledgment if Company policy or specific transaction risks warrant additional formality.]

END OF DOCUMENT