How to build a clause extraction table for Separation Agreements

Build a separation-agreement clause extraction table by fixing the document set, assigning stable clause IDs, and recording operative language alongside exceptions, cross-references, and unresolved facts. For employer counsel, the table should distinguish existing entitlements from release consideration, connect waiver provisions to the applicable review framework, and expose conditions affecting payment. The deliverable is a source-linked record of what each agreement says, what evidence is missing, and who must resolve each issue—not an enforceability opinion or authorization to pay.

When to use this workflow

Use this workflow when employment counsel, in-house legal teams, or transaction reviewers need comparable, verifiable records of separation terms. Triggers include reviewing negotiated departures, reconciling signed agreements before preparing payroll instructions, and examining historical severance obligations during diligence.

The task is extraction and verification, not the complete termination process. Capture employee protections and employer obligations as precisely as employer rights: an omitted exception can distort a restriction’s meaning.

This US-oriented guide addresses selected federal waiver and reporting issues. State wage-payment, release, confidentiality, restrictive-covenant, and notice questions require separate jurisdiction-specific analysis, as do NLRA coverage, benefit-plan obligations, and tax treatment. Apply the workflow recommendations below subject to the agreement’s language, governing law, facts, and deal context.

What you need

Assemble the agreement, exhibits, incorporated employment and restrictive-covenant agreements, relevant benefit and equity documents, and last approved draft. Include offer and revision history when timing matters.

Obtain an intake record identifying the employing entity, work locations, employee age and role, individual versus possible group departure, and pending claims. Collect payroll and plan records sufficient to distinguish existing entitlements from additional consideration. Keep signature, delivery, and revocation evidence separate: a contractual recital does not establish that an event occurred.

Identify the employer’s approved baseline, negotiation checklist, and deviation-approval authority. These are counsel’s working instructions, not proof of legal sufficiency. Restrict access to the table because it consolidates compensation, age, and departure information.

Use the template

The companion template is Separation Agreements — Clause extraction table. Copy this table into your working document or spreadsheet. Use one row per independently meaningful proposition; payment provisions often require linked rows.

Use stable IDs such as SEP-014-PAY-01, not row numbers that change during sorting. Identify the source version actually read. Record section and PDF page where available, distinguishing printed from electronic pagination.

The operative-text cell holds decisive wording, not an unlabeled paraphrase. Put exclusions, defined terms, and cross-references in limits/dependencies, linking related clause IDs.

Evidence/status separates textual verification from factual completeness: “text verified; delivery evidence missing” is more useful than “medium confidence.” Action/owner states the unresolved question, responsible person, and disposition. Distinguish “not present in reviewed document,” “not supplied,” and “not applicable”; support the last designation with a reason.

Step by step

1. Fix the review unit and document inventory

Define whether the table covers one departure, a termination program, or a diligence population. Assign each employee matter and source document a unique identifier. Identify employer drafts, counterproposals, approved drafts, and signed versions separately.

Compare attachment lists and incorporation clauses against the files received. Inspect expressly preserved documents rather than assuming the separation agreement replaces them. For a missing exhibit, create a dependency row; do not substitute language from the usual form.

Record: document identity, version status, available attachments, and missing-document requests with owners.

2. Set an agreement-specific extraction map

Define topics before extraction: parties, separation date, accrued rights, incremental consideration, release scope, agency access, consideration and revocation periods, effectiveness, payment conditions, confidentiality, non-disparagement, surviving covenants, cooperation, property return, and dispute provisions.

Separate releasing persons from released parties and preserved benefits from newly promised benefits. For portfolios, group agreements by relevant jurisdiction, employee category, termination program, and template vintage before comparing wording. Keep any uncertain classification visible rather than treating all departures as interchangeable.

Record: topic assignments, comparison groups, and applicability questions, including possible group-program status.

3. Extract each proposition with its qualifiers

Read the whole provision before selecting text. Capture the actor, obligation or right, object, trigger, and consequence. Preserve “subject to,” “except,” and similar qualifications. Follow defined terms to their source.

Split independently administered obligations: cash severance and insurance support should not become one undifferentiated benefits row. Conversely, link a confidentiality restriction to its reporting exception rather than presenting either in isolation.

Keep interpretation separate from source language. For a lengthy clause, use a labeled summary with the decisive excerpt and precise citation. Verify extracted figures and negations against the document, especially when working from scanned pages.

Record: operative proposition, location, defined terms, linked exceptions, and any uncertain transcription.

4. Map release language without certifying validity

Capture claim categories, releasing and released parties, cutoff dates, unknown-claim wording, and retained rights, including agreement enforcement, indemnification, and preserved benefits where addressed.

For an ADEA waiver, identify understandable written language, the ADEA by name, written advice to consult counsel, exclusion of post-execution claims, and consideration beyond existing entitlements. These safeguards do not establish validity by themselves. See 29 C.F.R. § 1625.22(b)–(d).

Separate agency access from released claims. The EEOC explains that an agreement cannot prevent filing a charge or participating in its proceedings. Preserved access does not itself preserve every individual monetary remedy. See the EEOC’s severance-waiver guidance.

Record: safeguard locations or absence, release cutoff, retained rights, and questions requiring counsel’s assessment.

5. Connect timing and payment dependencies

Trace each payment through execution, delivery, revocation expiry, effectiveness, and additional conditions. Separate earned compensation and existing benefits from incremental release consideration. Reconcile amounts against payroll and plan records without treating those records as amendments.

Ordinary ADEA waivers require at least 21 days for individual consideration, 45 for covered group programs, and at least seven days after execution to revoke; effectiveness awaits revocation expiry. Consideration runs from the final offer. Material changes restart it unless otherwise agreed. Filed-charge and court-action settlements follow separate provisions. See § 1625.22(e), (g).

Extract the contractual formula before calculating dates. Verify triggering events and obtain counsel confirmation of the applicable framework, including which document’s execution starts each clock.

Record: amount or formula, prerequisites, timing language, offsets, forfeiture conditions, and missing event evidence.

6. Test cross-references and conflicting obligations

Read surviving covenants, cooperation, confidentiality, and notice provisions together. A reporting permission may conflict with a restriction elsewhere. The SEC identifies reporting permissions coupled with company-notice requirements as potential violations of Rule 21F-17(a), which prohibits impeding direct communications about possible securities-law violations. This does not invalidate all confidentiality terms. See SEC Whistleblower Protections.

Cross-document payment conditions deserve equal attention. Paragraph 14 of an SEC-filed Arrow Electronics agreement conditions benefits on delivery of an exhibit release and its becoming effective and irrevocable, subject to paragraph 11’s tax-timing provisions. This illustrates drafting structure, not market practice or satisfaction of conditions.

Record: dependencies, potential conflicts, unavailable sources, and assigned legal or factual questions.

7. Verify and deliver the table for its stated purpose

Perform a second read against the identified controlling version. After execution, compare signed documents and exhibits with the approved draft. Investigate changed amounts, dates, definitions, and attachments rather than carrying forward draft extractions.

Standardize topic labels only after checking substantive equivalence. Preserve negotiated exceptions and identify whether apparent omissions are genuinely absent or merely expressed elsewhere. Resolve uncertain extractions or assign them explicitly before circulation.

Record: verification status, controlling version, open-item owner, and permitted use. A table prepared for legal review should not silently become payroll instructions.

Worked example

Fictional scenario: North Quay Instruments LLC proposes an individual separation agreement for Morgan Vale, age 54, who worked in Oregon. Draft D3 promises $48,000 in additional severance and separately acknowledges accrued compensation. Section 4 requires payment within ten business days after the Effective Date, subject to execution and delivery of Exhibit A. Section 9 defines the Effective Date by expiration of a seven-day revocation period without revocation. Exhibit A was not supplied. Negotiations continue, so no execution or delivery evidence exists.

Section 12 permits government reporting, while section 14 requires advance notice of every disclosure of confidential information without an express agency exception. Counsel needs an extraction table for draft approval, not payment processing. All parties, documents, amounts, and clauses are fictional.

The table changes three decisions. The severance amount is extractable, but no payment date is established. The release is missing evidence—not proof that safeguards are absent from the complete agreement. The reporting permission does not close confidentiality review because the notice requirement remains unresolved.

Counsel must also confirm the individual-departure assumption and arrange applicable state-law review. The three representative entries do not replace extraction of accrued compensation, consideration periods, or other provisions.

Common mistakes

• Combining earned pay with severance. Separate existing entitlements from incremental consideration and identify supporting payroll or plan records.
• Extracting only the release paragraph. Follow definitions, retained-rights provisions, and agency-access language; link the rows.
• Filling gaps from the standard exhibit. Mark the actual exhibit as not supplied and request it. Familiarity is not evidence.
• Publishing dates from draft language. Retain formulas until the applicable framework and triggering events are verified.
• Treating wording confidence as clearance. “Text verified” establishes neither voluntariness nor enforceability nor satisfied payment conditions.

Final quality check

• Every row identifies its source version and reproducible clause/page location.
• Decisive text matches the source, including exceptions, negations, and defined terms.
• Existing entitlements and additional release consideration remain distinguishable.
• Payment formulas link to identified conditions and available event evidence.
• Release, reporting, confidentiality, and notice provisions have been read together.
• Missing attachments and applicability questions have named owners and explicit status.
• Legal propositions match linked authorities; matter-specific questions are resolved or expressly assigned.
• Permitted use is clear, and unverified dates cannot be mistaken for payment instructions.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its contract review and tabular review capabilities support work across documents; bulk classification can organize diligence and prioritize human review. In Word, choose the employer as represented party and provide deal-specific instructions. Findings quote and locate clauses, rank severity, and identify missing language as not present. Check any absence finding against the document inventory: missing language and an unavailable exhibit are different issues. Lawyers retain source verification and legal judgment. To assess this workflow, book a demo.

Frequently asked questions

Should each clause occupy one row?

No. Use one row per independently meaningful proposition. Split cash severance from insurance support, but link both to shared effectiveness conditions.

Can the table establish that a release is knowing and voluntary?

No. It supplies wording and evidence for analysis. The EEOC describes differing judicial approaches to Title VII, ADA, and Equal Pay Act waivers, including surrounding circumstances. Apply controlling authority rather than treating extraction as a validity test; see its waiver guidance.

How should possible group departures be handled?

Flag program status for counsel rather than inferring it from file count. For covered programs, § 1625.22(f) requires eligibility, time-limit, and specified age/job-title disclosures. Inventory supplied materials without inventing the decisional unit. See the ADEA waiver regulation.

Should the table contain proposed revisions?

Include a concise action and owner or reference a separate redline. Keep extracted text unchanged so readers can distinguish the source agreement from proposed corrections.

Sources

• EEOC: 29 C.F.R. § 1625.22, ADEA waivers.
• EEOC: Understanding Waivers of Discrimination Claims in Employee Severance Agreements.
• SEC: Whistleblower Protections.
• Arrow Electronics: Separation and Release Agreement, Exhibit 10.1, illustrative wording only.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.