How to compare draft and executed versions for Separation Agreements

Compare the executed separation agreement, including every exhibit and signature page, against the last employer-approved draft—not merely the latest file in the folder. Establish the approval baseline, reconcile text and attachments, and investigate changes to consideration, release scope, timing, preserved rights, and reporting exceptions. Record each difference with paired source references, its consequence, and an authorized disposition. The deliverable is a version comparison checklist that distinguishes approved changes, execution defects, and unresolved evidence gaps before the employer issues release-dependent payment instructions or relies on the release.

When to use this workflow

Use this workflow when employment counsel or an in-house legal team receives a signed separation package, particularly after employee counsel circulated revisions or someone regenerated a clean execution copy. It also fits a later discovery that payroll received a different version from legal.

The scope is execution comparison, not fresh negotiation or a complete enforceability opinion. Compare the signed package with the approved agreement and its dependencies, then determine whether differences require clarification, further approval, or corrective documentation. If only the employee has signed, describe it as employee-signed rather than assuming execution is complete.

This guide uses a US employer perspective and selected federal waiver and reporting protections. State release, wage-payment, confidentiality, and restrictive-covenant questions require separate review, as do NLRA coverage, benefits, and tax issues. Contract consequences depend on actual language, governing law, facts, and deal context.

What you need

Collect the last approved clean draft, its approval record, the corresponding redline, the employee-returned signed package, and the completed employer copy if different. Include exhibits, incorporated agreements, delivery records, signature timestamps, and correspondence approving final changes.

Identify the employing entity, employee’s work locations and age, individual or group departure, pending claims, and relevant plans. These facts determine which deviations need specialist attention; do not infer them from the agreement’s heading.

Obtain the approved severance calculation, records separating existing entitlements from additional consideration, and any prepared payment instructions. Use the employer’s negotiation checklist and deal-specific instructions as the review standard. An unsigned template alone does not establish what was approved.

Use the template

Copy the Separation Agreements — Version comparison checklist below into your working document or spreadsheet. Use one row for each substantive difference, missing component, or verification issue.

Assign stable document IDs, such as D01 for the approved draft and E01 for the signed agreement. Cite section and PDF page together where possible; identify exhibits separately. For missing material, record “not supplied” rather than inventing a clause citation.

Describe the actual change in the evidence column. Explain its consequence and remaining uncertainty, distinguishing legal from operational concerns where necessary. Identify both the investigating owner and the person authorized to approve the disposition. “Closed” requires proof, such as an approval message or corrected execution package. Maintain a package-level coverage row for components checked without exceptions.

Step by step

1. Establish the approved baseline and preserve the signed package

Identify who approved the final draft, what that approval covered, and whether later correspondence authorized changes. If two drafts plausibly qualify, resolve the baseline before treating either as controlling. Approval of the severance amount does not necessarily approve a revised release.

Preserve received signed files unchanged. Work from copies and keep extracted text separate from the signed image. Assign document IDs, identify each signer and signing capacity, and retain receipt and approval evidence. Record a baseline issue in the checklist if authority, version identity, or execution status remains uncertain.

2. Reconcile the package before comparing clauses

Inventory the agreement, signature pages, releases, benefit schedules, applicable group-program disclosures, and referenced attachments. Check page counts, exhibit labels, employee and employer names, and whether detached signature pages correspond to the approved text. Compare employee-signed and employer-signed copies if both exist.

Distinguish an attachment absent from the supplied file from one never delivered. The former is an evidence gap; the latter requires a factual finding. Request the transmitted package rather than assuming a contractual reference proves inclusion.

Record missing, replaced, or mismatched components with their expected source and retrieval owner. Retain package-level verification for unchanged components so silence in the issue table does not imply they were overlooked.

3. Compare text and verify differences against the signed image

Run a text comparison using available comparison tools, then visually inspect affected signed pages. Scanned text may misread numbers, omit handwriting, or scramble tables. Verify severance amounts, installment dates, defined terms, negations, signatures, initials, and handwritten edits directly against the image.

Classify differences as formatting, factual corrections, commercial changes, or legal concerns; categories can overlap. A changed section number may appear cosmetic but break a payment cross-reference. Check altered termination dates against benefit and equity provisions rather than reviewing the date alone.

Enter paired citations and a concise description for each substantive difference. Keep unverified extraction results open. Consolidate repetitive formatting differences only after confirming that operative language and cross-references remain unchanged.

4. Trace changes through release and protected-activity provisions

Compare releasing persons, released entities, claim categories, cutoff dates, and exceptions for preserved benefits, agreement enforcement, and agency activity. Follow defined terms into confidentiality, cooperation, non-disparagement, and notice provisions; an unchanged release can be affected by an edited exception elsewhere.

For an applicable ADEA waiver, check understandable written language, the named ADEA reference, written advice to consult counsel, exclusion of future claims, and additional consideration. These safeguards do not alone establish enforceability. See 29 C.F.R. § 1625.22(b)–(d).

The EEOC explains that a separation agreement cannot prevent filing a charge or participating in its proceedings. Preserving agency access does not necessarily preserve every individual monetary remedy. See the EEOC’s waiver guidance.

Record affected rights, connected clauses, and counsel’s disposition rather than a generic “release approved” status.

5. Reconcile consideration and timing dependencies

Compare incremental severance separately from accrued compensation and existing benefits. Trace each payment through execution, delivery, revocation expiry, and other stated conditions. Check offsets, installment sequencing, preserved plan rights, and tax-review dependencies without resolving tax questions through comparison alone.

Ordinary applicable ADEA waivers require at least 21 days for individual consideration, 45 for covered group programs, and seven after execution to revoke. Effectiveness awaits revocation expiry. Material final-offer changes restart consideration unless the parties agree otherwise; revocation cannot be shortened. Filed-charge and court-action settlements have separate provisions. See § 1625.22(e).

Record changed dates and trigger formulas alongside offer, revision, delivery, and execution evidence. Have counsel confirm the applicable clock before publishing dates. For covered group programs, reconcile eligibility, time-limit, and age/job-title disclosures under subsection (f). Do not assume identical disclosure facts across departures.

6. Resolve deviations without rewriting the signed record

Send each substantive deviation to its designated approver with paired wording, consequences, and a proposed response. Distinguish authority to accept commercial terms from a legal conclusion about the release. Investigate transmission history before attributing intent to an unexplained change.

Check reporting provisions throughout the package. The SEC identifies reporting permission coupled with notification requirements as a potential Rule 21F-17(a) problem. The rule addresses interference with direct communications about possible securities-law violations, not all confidentiality terms. See SEC whistleblower protections.

Record whether counsel accepts the difference, requests evidence, or requires corrective documentation. Never edit the executed file to make it match the draft. Counsel should determine the correction process and any waiver-timing consequences; a proposed redline is not itself a correction to the signed agreement.

7. Issue a bounded completion report

Summarize confirmed deviations, missing evidence, and unresolved decisions. Identify the exact signed package reviewed and whether payment instructions match its verified terms. Completed text comparison does not establish that payment conditions occurred or that the release is enforceable.

Where a discrepancy affects release-dependent severance, identify that instruction for decision rather than freezing every employee payment. Route existing-entitlement questions separately for jurisdiction-specific review.

Close checklist rows only with evidence. Assign each remaining issue an owner, decision requirement, and escalation point. The report should let another lawyer reconstruct the comparison and understand why each issue was accepted, corrected, or left open.

Worked example

Fictional scenario: All parties, documents, amounts, and provisions below are fictional. Cedar Vale Instruments LLC offers Morgan Ellis, age 54, an individual separation agreement. Approved draft D01 provides $48,000 in additional severance, payable ten business days after its defined effective date. Section 9 permits government reporting without notice. Exhibit B is the approved benefits schedule.

Morgan returns employee-signed PDF E01. Severance is $58,000, confidentiality now requires prior notice of agency disclosures, and Exhibit B is absent. HR supplies email A01 approving the increase, but it does not approve other revisions. The file does not establish whether Exhibit B accompanied delivery, when the revised offer was delivered, or whether the employer has signed.

The increase is not automatically a drafting error: A01 changes its classification from unexplained economics to a change supported by approval evidence. Authority and timing still require verification. The reporting addition cannot inherit approval from the amount increase. The missing schedule is an evidence gap, not proof that benefits disappeared. Record incomplete execution in package-level coverage. These findings call for separate decisions, not an automatic instruction to re-sign everything.

Common mistakes

• Comparing against the latest filename. Establish approval evidence; a newer draft may contain rejected employee edits.
• Treating a signature as internal approval of every deviation. Verify authority and instructions separately; internal approval and contractual effect are distinct questions.
• Checking the release in isolation. Reconcile reporting exceptions against confidentiality, cooperation, and notice language throughout the package.
• Equating missing with deleted. Request delivery evidence and state precisely what the current file establishes.
• Sending changed economics straight to payroll. Verify approval, timing, and contractual conditions while keeping existing entitlements distinct from release consideration.

Final quality check

• The baseline has identifiable approval evidence and stable document IDs.
• Signers, signing capacities, and execution status are accurately recorded.
• Every expected page and exhibit is reconciled or expressly unresolved.
• Substantive differences have paired references verified against original files.
• Amounts, defined terms, cross-references, and handwritten edits received direct inspection.
• Legal sources support the stated propositions; applicable jurisdiction and waiver assumptions are documented.
• Payment instructions distinguish verified terms from unconfirmed conditions and existing entitlements.
• Each closed issue has proof; each open issue has an owner and decision requirement.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its contract review workflow supports choosing the represented party in Word and providing deal-specific instructions. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Use these capabilities on working copies or proposed corrections while preserving signed files and independent comparison evidence. Legal judgment and approval remain with the reviewing team. Book a demo to discuss this employer-side workflow.

Frequently asked questions

Should the checklist include unchanged clauses?

Use package-level coverage for unchanged material. Add issue rows where verification is uncertain or an unchanged clause interacts with an edit. This preserves coverage without obscuring actionable differences.

Can an approved severance increase be accepted without further review?

Approval answers only the commercial question. Confirm authority, payment wording, execution status, and applicable waiver-timing consequences. Retain revision and delivery evidence for counsel’s analysis.

What if only a scan is available?

Preserve it and compare extracted text cautiously. Inspect operative differences on the image. Request a clearer copy if wording or signatures remain illegible, and leave affected findings unverified.

Must every mismatch lead to re-execution?

No single response fits every mismatch. Formatting, approved economics, missing evidence, and changed legal protections require different dispositions. Counsel should assess correction and timing implications before altering documents or instructions.

Sources

• EEOC: 29 C.F.R. § 1625.22 — ADEA waiver safeguards, timing, and group disclosures.
• EEOC: Understanding Waivers of Discrimination Claims — agency participation and waiver guidance.
• SEC: Whistleblower Protections — reporting restrictions and conflicting agreement provisions.

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.