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Most people think severance negotiation is about one thing: getting more money. And money matters—we increased this client’s severance pay by approximately 32%. But the cash improvement was only part of the story.
When a long-tenured general manager at a large Utah retail operation was terminated, the initial severance offer looked reasonable on the surface. The dollar amount wasn’t trivial. But when we reviewed the actual agreement, we found nine distinct problems—any one of which could have cost him far more than the severance was worth.
This case study walks through every problem we identified, what we negotiated, and why the non-monetary changes may have been more valuable than the additional cash. If you’re reviewing a severance offer in Utah—particularly one that includes restrictive covenants, broad releases, or vague protections—this is what a comprehensive negotiation looks like in practice. (For another example of how non-monetary protections can transform a severance outcome, see our previous case study involving a Utah medical professional.)
Our client had spent nearly a decade as the general manager of a large retail operation in Utah. His track record was exceptional. When he took over, the business was generating under $1 million in annual profit. He built it into a consistently high-performing operation with record results year after year.
His compensation reflected that performance. He was consistently earning in the high six figures, tied directly to the business results through a performance-based bonus structure. He recruited and developed key leaders, grew major departments significantly, and was even interviewed for a promotion to a senior corporate role, during which ownership acknowledged his outstanding contributions.
In nearly a decade of employment, he received a single disciplinary action—a write-up for a minor communication issue. No other discipline. No performance problems. No warnings.
Then he was terminated.
The circumstances raised serious concerns. The termination appeared connected to internal complaints made by a disgruntled former subordinate—someone who had been demoted for poor performance and had openly told colleagues he intended to get our client fired and then resign, and that if that didn’t work, he would sue the company. This individual had a documented history of similar behavior with prior managers. Despite that pattern, the company acted on the complaints and terminated our client. For a deeper understanding of how these circumstances create negotiating power, see our post on what leverage an employee actually has in Utah severance negotiations.
The company presented a severance agreement with an initial payment offer.
Problem 1: Low Cash Amount
The initial offer represented a fraction of what our client’s tenure, compensation history, and the circumstances of his termination warranted. For a nearly decade-long employee earning in the high six figures, two to three months of severance was inadequate—especially given the potential legal claims surrounding his departure.
The agreement required our client to release all claims against the company—but the company released nothing. He was waiving everything while the employer retained the right to pursue claims against him later. This is one of the most common and most dangerous provisions in severance agreements. A one-sided release means you give up your legal rights while your employer keeps all of theirs.
The original agreement included a blanket waiver of any right to employment with the company—past, present, or future. This is a permanent no-rehire clause buried in the release language. Most employees don’t even notice it. But it means you’re signing away any future opportunity with that employer or its affiliates—forever.
If the company needed to enforce the agreement and prevailed, our client paid their attorneys’ fees. But if our client needed to enforce the agreement, he bore his own costs. The company could breach the agreement with no financial consequence on fees. Although most states have what are called reciprocal fee statutes that make one-sided attorney fee provisions reciprocal, in some states this kind of asymmetry is enforceable. Even in states where such a provision is by law reciprocal, many people do not know the law, and the effect is that employees are discouraged from enforcing their own rights under the agreement.
The original had a single vague sentence saying the parties agreed not to disparage each other. No affirmative obligation on the company to instruct its owners, executives, or supervisors. No enforcement mechanism. No specificity about what “disparagement” means or who it applies to. A non-disparagement clause that doesn’t bind the people most likely to say something damaging isn’t worth the paper it’s printed on. (We discuss why reputation protection matters during severance negotiation in a separate post.)
The original agreement said the company would only confirm dates and position if contacted. That sounds reasonable, but there was no mechanism to enforce it—no third-party verification service, no restriction on informal back-channel references. In industries where everyone knows everyone, informal references can be more damaging than formal ones.
The agreement prohibited our client from directly or indirectly soliciting any employee or contractor for a full year—with no exceptions. Under this language, if someone responded to a general public job advertisement at our client’s next employer, that could theoretically constitute a violation. Overly broad non-solicitation provisions can turn routine hiring into a legal minefield.
The original confidentiality clause had a narrow carve-out—attorneys, accountants, financial advisors, and spouse only. There were no exceptions for disclosures required by subpoena or legal process. No exception for sexual harassment or sexual assault claims under Utah Code § 34A-5-114. No exception under Utah Code § 53-14-103(1). These are statutory protections that employers cannot force an employee to waive.
If our client was required to cooperate with future legal processes related to confidential information or work product, he would have done so entirely at his own expense. No provision for the company to cover his time, attorney fees, or lost wages. Cooperation clauses that impose obligations without compensation are inherently one-sided.
Our approach was comprehensive. While we pursued additional compensation, our primary focus was on eliminating every problematic provision and ensuring mutual protections throughout the agreement. Here’s what we achieved.
We increased the severance payment by approximately $49,000—a roughly 32% increase over the original offer. Although the payment maintained the same payroll structure with standard withholdings for clean W-2 treatment for most of the money, our client was able to recover his attorney fees expended in reviewing the agreement as part of his severance. This meant that the attorney fees reimbursement was not subject to payroll withholdings.
We converted the release from one-sided to fully mutual. Both parties now release each other from all claims. The company can’t come back later with anything against our client. This single change eliminated significant long-term legal exposure.
The blanket waiver of future employment rights was eliminated entirely. Our client is no longer permanently barred from future opportunities with the company or its affiliates.
We changed the attorney fees provision from one-sided to prevailing party. Now, whichever side wins an enforcement action recovers fees. This levels the playing field and gives both parties an incentive to honor the agreement.
We upgraded the non-disparagement clause from a vague single sentence to a robust provision. The company is now required to affirmatively instruct its owners, executive employees, our client’s former supervisors, and anyone else with personal knowledge not to make negative or critical remarks about him. That’s an active obligation—not just a passive agreement not to disparage.
We added a formal reference process through a third-party employment verification service. All reference inquiries are directed there. The company confirms only dates of employment and job title. This creates an enforceable, verifiable system instead of an unenforceable promise.
We added an explicit exception: it’s not a violation if our client communicates with, interviews, or hires anyone who responds to a general public job advertisement or posting that isn’t targeted at the company’s employees or contractors. This preserves the employer’s legitimate interests while giving our client freedom to hire normally at his next position.
We added exceptions for disclosures required by subpoena or legal process, claims related to sexual harassment or sexual assault under Utah Code § 34A-5-114, and disclosures protected under Utah Code § 53-14-103(1). These are protections that Utah law provides regardless—but having them explicitly preserved in the agreement eliminates any ambiguity.
We added a provision requiring the company to pay our client’s time, attorney fees, and lost wages if he’s required to cooperate with future legal processes related to confidential information or work product. If the company needs his help, they cover the cost.
Both versions of the agreement preserved vested benefits, including a substantial deferred compensation plan worth approximately $240,000. Our client had effectively subsidized this plan through reduced bonus compensation over the years, so having clear preservation language in the context of a mutual release provided stronger, more explicit protection.
This case illustrates several principles we see repeatedly in our practice.
The initial offer is a starting point, not a final answer. A roughly 32% increase in cash—plus nine major non-monetary improvements—demonstrates how much room typically exists in severance negotiations.
One-sided agreements are standard—but they shouldn’t be. Employers draft agreements to protect themselves. That’s expected. But accepting one-sided releases, one-sided fees, and one-sided non-disparagement creates unnecessary risk for the departing employee.
Non-monetary terms can be worth more than cash. Eliminating a non-solicitation clause that could have restricted normal hiring, removing a permanent no-rehire waiver, and securing mutual protections—these changes have lasting value that extends far beyond the severance check.
Statutory protections shouldn’t be hidden. Utah employees have rights under state law that no confidentiality clause should override. If your severance agreement doesn’t explicitly preserve exceptions for subpoenas, legal process, and statutory claims, you may be unknowingly waiving protections you’re entitled to.
Circumstances matter. A nearly decade-long employee with a clean record who was terminated under circumstances suggesting potential retaliation has significant leverage—even in Utah’s at-will employment environment. Understanding your leverage is the first step toward a better outcome.
Not every severance agreement has nine problems. But in our experience, most have at least a few provisions that warrant negotiation. You should seek professional review when:
• Your agreement includes a non-compete, non-solicitation, or other restrictive covenants
• The release of claims is one-sided—you release the company, but they don’t release you
• The non-disparagement clause is vague or doesn’t bind the people most likely to discuss your departure
• You have potential legal claims related to the circumstances of your termination
• The confidentiality provisions are broader than necessary or lack statutory exceptions
• The severance amount seems low relative to your tenure, compensation, and the circumstances
• You’re being pressured to sign quickly without adequate review time
• You have deferred compensation, equity, vested benefits, or complex pay structures
At The Utah Employment Lawyer and Crook Legal Group, we understand that effective severance negotiation goes beyond the dollar amount. We review the entire agreement—every provision, every obligation, every restriction—to identify problems that could follow you long after the severance check clears.
If you’re facing a severance decision in Utah, contact us today for a confidential case evaluation meeting. Let’s review your agreement and determine what your options look like.
Text or call us at (801) 695-9039 to learn more.
Disclaimer: This case study is provided for informational purposes only and does not constitute legal advice. Names, employers, and identifying details have been changed to protect client confidentiality. Every case is unique, and outcomes depend on specific facts and circumstances.
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