How do I negotiate a severance offer?

Counteroffer · Answers · severance Source: https://trycounteroffer.com/answers/how-to-negotiate-severance

Short answer: Negotiate a severance offer by responding in writing within 5-10 days, requesting specific dollar improvements and clause changes (not vague pushback), citing market benchmarks for your role and tenure, and prioritizing two or three asks that materially change the package shape rather than haggling over every line. Most companies expect a counter and have room above their initial offer.

The five-step playbook

Step 1: Buy time. You almost certainly have more time than you think. The Older Workers Benefit Protection Act (OWBPA) guarantees 21 days to consider a severance agreement if you're under 40 in an individual layoff, or 45 days if you're 40+ in a group layoff. If you're being pushed to sign within 24-72 hours, ask in writing for the statutory review period and document the request.

Step 2: Calculate the gap. Compare what HR offered to market for your role, tenure, level, company stage, and state. See What's a fair severance package? for the benchmark tables. The gap is your negotiating space.

Step 3: Prioritize two or three asks. Don't negotiate every line. Most successful counters focus on:

The highest dollar item (usually severance multiple or equity acceleration)
The biggest legal exposure (release carve-outs, non-compete add-ons)
One quality-of-life ask (healthcare bridge, references)

Step 4: Counter in writing. Email is better than a call for the first round. It creates a paper trail, gives HR time to consult finance and legal internally, and removes the pressure of real-time response.

Step 5: Be firm but collaborative. Frame the counter as making the agreement fair, not as a fight. The goal is a package both sides can sign cleanly. Use phrases like "to align with peer practice" rather than "you're lowballing me."

What to ask for, in priority order

Rank your asks by dollar impact and strategic value:

Increased severance multiple. Cite peer practice and tenure. "Industry standard for a Director with 7 years of service at a Series C company is 2 weeks per year. Request 12-14 weeks."
Accelerated equity vesting. For senior leaders with unvested RSUs/options. Ask for 6-12 months of acceleration. Cite Change-of-Control practice as a benchmark.
Extended option exercise window. For vested options especially. Default 90 days converts ISOs to NSOs (big tax hit). Request 7-10 years.
Healthcare bridge. Employer-paid COBRA for 3-12 months, or cash equivalent grossed-up for tax.
Release carve-outs. Add explicit language preserving SEC whistleblower, EEOC, NLRA, ADEA, and unemployment insurance rights. These cannot legally be waived anyway, but the document needs to say so.
Mutual non-disparagement. If HR included non-disparagement, request it be reciprocal. Cite McLaren Macomb (NLRB 2023) for non-supervisory employees if applicable.
Drop or narrow any new non-compete. If the severance includes a non-compete that wasn't in your employment contract, request removal. If they push back, narrow scope to named competitors and 6 months max.
Pro-rated bonus and commission. Add language confirming bonus through last day and commission on closed deals.
Reference designation. Get specific reference contact and language in writing.

The email template

Subject: Proposed revisions to severance agreement

Hi [HR contact],

Thank you for the time you took to walk me through the separation. I've reviewed the agreement carefully and want to propose a few revisions to align the package with standard practice for my role and tenure.

First, the severance amount: based on peer practice for a [role] with [N] years at a [stage] company, market is [X] weeks of base. The offer of [Y] weeks is below that. I'd like to request [X] weeks.

Second, on equity: I have [N] unvested RSUs/options. I'm requesting [6/9/12] months of acceleration, calculated on the next scheduled vesting events. This is standard at this level under Change-of-Control practice.

Third, on the release language: I'd like to add a carve-out preserving my rights under federal whistleblower statutes (SEC, OSHA), the NLRA, the EEOC, and state unemployment insurance. Suggested language attached.

I'd also propose mutual non-disparagement (Company executives and HR shall not disparage Employee to references, third parties, or in writing) and a specific reference designation.

Happy to discuss any of these on a call. Looking forward to your response.

[Your name]

This template works because it's specific, references peer practice, and proposes concrete language. Vague pushback ("can you do better?") is the easiest counter for HR to deflect.

Tactics that work

Anchor high. Your initial counter is the ceiling of the conversation. If you want 14 weeks, ask for 16 with rationale and accept 14 as a "meet you halfway" position.
Bundle, don't pick. Frame multiple asks as one package, not a list of demands. "I'd like to align the package on these three points" reads collaboratively. "I want X, Y, and Z" reads adversarial.
Time pressure works both ways. HR wants this closed before quarter-end, the board meeting, or your next paycheck. Don't sign before you've gotten a meaningful response.
Ask what others got. If you're in a group RIF, you have the right to know the package structure for the protected group under ADEA. Request the OWBPA disclosure information.
Use silence. After sending the counter, wait. Don't follow up for 3-5 business days unless you're against the ADEA deadline.

Common mistakes

Signing before the review window expires. You forfeit leverage and reduce thinking time.
Negotiating verbally without follow-up email. Verbal commitments don't stick. Get every change in writing.
Picking the wrong battles. Fighting over $500 of accrued PTO while leaving $40K of equity acceleration on the table.
Being adversarial. HR is often as constrained as you are. They escalate to legal and finance, who escalate up. Make it easy for them to say yes.
Believing "this is final." "Final offer" is a negotiating position, not a fact. Ask one more time, with new framing, before accepting.

If you want a delivered review of your specific severance agreement, with cited counter language and an email template tailored to your situation, we deliver one in 24 hours for $199. See Severance Review.

Get your contract reviewed

If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/severance.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice.