# The Severance Counter, Built and Sent Before the Clock Runs

*After reading, you can assemble and send a written severance counter with specific terms and numbers, ordered by likelihood of yes, and time it inside your legal window so you never sign under pressure.*

- Canonical URL: https://www.refolk.ai/candidates/guides/severance-counter-before-clock-runs
- Pillar: Transitions and setbacks
- Format: Playbook
- Published: 2026-08-30
- Last reviewed: 2026-08-30
- Reading time: 16 min
- Keywords: how to negotiate a severance package, severance counteroffer letter, what to ask for in severance, how much severance to ask for, severance negotiation after layoff, severance consideration period

## Key takeaways

- An individual ADEA waiver must give you at least 21 days to consider it; a group termination program must give at least 45 days, and the 7-day revocation after signing cannot be shortened by agreement.
- Standard cash severance of 1 to 2 weeks per year of service frequently rises to 6 to 8 weeks per year with a written counter that anchors above target.
- Non-cash asks often win first because they cost the employer least: a 3 to 6 month employer-paid COBRA subsidy is worth roughly $5,000 to $15,000 and clears internal approval faster than a base-pay bump.
- A missed WARN notice converts to back pay for up to 60 days, a number the employer already fears, so a counter that references it lands harder than a generic appeal.
- The 90-day equity exercise window is an artificial deadline that exists to preserve ISO tax status, not a legal one; documented severance filings show extensions to nine months granted as a benefit.
- In Refolk's index there are 244 US employment attorneys and 217 US career transition coaches, so a reader in a thin market can reach one nearly as easily as the other.

You have just been handed a severance agreement after a layoff, and you want more before you sign it. This guide is the ordered procedure for building and sending a written counter: which terms to ask for, in what order, with what baseline number, timed inside the legal consideration window so you never sign under pressure. It is for anyone laid off, changing field, or returning after a break who has a signed-or-not-signed decision in front of them and a clock ticking.

Most library guides read the agreement clause by clause or sequence the first days after a layoff. This one does the thing they stop short of: it assembles the counter and puts it in the mail. You can execute it start to finish the same afternoon you receive the offer.

## What the consideration window actually gives you

The consideration window is the legally protected time you have to review a severance agreement before signing, and it is the single most important thing to establish first. Under the Older Workers Benefit Protection Act (OWBPA), which governs how you can waive age-discrimination claims, an individual termination must give a worker 40 or older at least 21 days to consider the agreement. A termination program offered to a group or class must give at least 45 days.

Two more rules matter. After you sign, you get a 7-day revocation period during which you can undo the signature, and that period cannot be shortened by agreement. The consideration clock runs from the date of the employer's final offer, and a material change to that offer restarts the clock, while a non-material change does not.

**45 - Minimum days to consider a group termination program under OWBPA**

An individual termination gets at least 21 days; only a group or class program triggers the longer 45-day window.

A common misconception is that every laid-off employee gets 21 days. That is not accurate. The 21-day and 45-day floors are protections for workers 40 and older waiving ADEA claims. If you are under 40, you get only the time the employer chooses to offer, which may be far shorter. Read your own agreement for the exact number and the exact triggering date before you assume anything.

> **Rule:** The revocation period is non-negotiable
>
> The 7-day revocation after signing exists by law and cannot be waived or shortened. Any pitch to "sign now for the check" is a pressure tactic, not a legal shortcut.

Your window is your workspace. Everything else in this guide happens inside it. You draft early, hold, and sign near the deadline, because sending a counter mid-window and signing at the edge costs you nothing and buys you time to confirm every term.

## What is actually negotiable, and what each ask is worth

Severance has four commonly negotiated levers: cash weeks, employer-paid health continuation, the equity exercise window, and outplacement. Each has a documented baseline and a documented negotiated target, and knowing both is what lets you name a number instead of a vague hope.

The cash baseline is 1 to 2 weeks of pay per year of service. Offers of 2 to 4 weeks per year frequently increase to 6 to 8 weeks with negotiation. That range is your anchor: convert your own offer to weeks-per-year and you will immediately see where it sits.

Health continuation is the sleeper. Under federal COBRA you can extend employer coverage for 18 months, but you pay the full premium plus a 2% administrative fee, typically $600 to $2,400 per month for a family plan. An employer-paid subsidy of 3 to 6 months is worth roughly $5,000 to $15,000, and it often clears internal approval faster than a cash bump.

```table
```

| Term | Documented baseline | Negotiated target |
|---|---|---|
| Cash weeks | 1-2 wks/yr | 3-4 wks/yr, up to 6-8 |
| Employer-paid COBRA | 3-6 months | 6-12 months |
| Equity exercise window | 90 days | 9-12 months |
| Outplacement | included (cash-convertible) | cash in lieu |

Baselines here come from standard-severance references and equity-administration explainers; the negotiated targets come from practitioner guides and public SEC filings. The equity line deserves its own note. Employees usually have 90 days to exercise vested options after leaving. That 90-day post-termination exercise period (PTEP) became the de facto standard because it avoids extra taxes, not because any law requires it. One SEC filing documents an offer to extend the exercise period for nine months beyond the ordinary window as an additional severance benefit, tied to the release becoming effective.

> The non-cash asks win first because they cost the employer the least and clear internal approval the fastest.

That is the core insight for pricing your counter. The company books benefit continuation and equity administration differently from headcount cost, so a 6-month COBRA subsidy worth $3,600 to $9,000 can beat an extra week of pay in both the employer's eyes and yours.

## Which leverage you actually hold

Leverage in a severance counter is not a feeling; it is a specific, documentable fact that raises the employer's cost of saying no. There are two you can check yourself in an afternoon: a WARN Act notice problem and a defective group-layoff disclosure.

### The WARN Act math

The Worker Adjustment and Retraining Notification (WARN) Act requires employers with 100 or more employees to give at least 60 calendar days advance written notice of a plant closing or mass layoff affecting 50 or more people at a single site. The headcount generally excludes those who have worked less than six months in the last 12 months and those averaging under 20 hours a week. When an employer misses that notice, the obligation converts to money: back pay for the length of the violation, up to 60 days.

That back-pay exposure is pre-priced leverage. A counter that references it lands harder than a generic appeal because the employer already fears the number. Some states go further; New York's mini-WARN requires 90 days notice and applies to private businesses with more than 50 employees when the layoff affects 25 or more.

> **Watch out:** WARN back pay usually does not stack on severance
>
> Employers often credit severance already offered against WARN liability rather than paying both. Do not price your ask as if the two add together. Confirm the interaction with counsel before you put a number on it.

### The group-layoff disclosure

If your layoff was a group program and you are 40 or older, the employer must by statute give you a disclosure list: the class or group covered, the eligibility factors and time limits, and the job titles and ages of everyone selected and not selected in the same decisional unit (29 U.S.C. 626(f)(1)(H)). This exists because age discrimination in a layoff is usually invisible to the individual, who sees only their own termination. The disclosure pulls back the curtain so you can evaluate whether the selections suggest age bias before you waive.

The leverage here is subtle but real. A defective disclosure can void the ADEA waiver, and a void waiver is exactly the litigation risk employers pay to settle. That is why a 45-day group case is often more negotiable than a 21-day individual case.

#### Where your case sits, and how hard to push

Horizontal axis runs from Individual termination to Group program. Vertical axis runs from Under 40 (no ADEA floor) to 40 or older (ADEA floor).

| Quadrant | What it means |
| --- | --- |
| Under 40, individual | Thinnest case; lean on tenure and market comparables only |
| Under 40, group | Check WARN math; the disclosure protections do not apply to you |
| 40+, individual | 21-day window plus a clean waiver; anchor on cash and COBRA |
| 40+, group | 45-day window plus a disclosure list you can test for age skew; strongest position |

*The two axes that decide how much room a severance counter has.*

## The build-and-send procedure

Run these seven steps in order. Steps 1 through 4 are preparation you do quietly; steps 5 through 7 are the counter itself, sent mid-window and signed at the edge. The whole sequence fits inside a single consideration window with room to spare.

#### From received offer to signed inside the window

1. **Log the clock** - Read the agreement for the review period and exact triggering date. Write down the last date to sign and the last date to revoke. Over-40 workers get 21 days individual or 45 days group by law; others get only what the employer offers.
2. **Benchmark the offer** - Convert the cash to weeks per year of service and compare to the 1 to 2 week baseline. You should be able to say plainly whether the offer is weak, standard, or strong.
3. **Assemble leverage** - If it was a mass layoff, run the WARN math. If you are 40 or older in a group, read the decisional-unit disclosure for age skew. Produce a single one-line leverage statement.
4. **Build the ranked counter menu** - List asks by likelihood of yes: cash weeks first, then COBRA months, then equity window, then covenant, reference, or clawback items. End with two or three specific asks carrying dollar figures.
5. **Draft the written counter** - Write a one-page letter or email under 300 words, accept-in-principle framing, citing tenure and market, naming numbers, anchoring above target. One or two asks, not all at once.
6. **Send and hold** - Send with time to spare and do not sign anything. Confirm the counter is delivered and you are still comfortably inside the window.
7. **Confirm in writing and sign** - Verify every verbal concession appears verbatim in the document, then sign near the deadline with the 7-day revocation still available.

Sources disagree on one thing worth flagging. Attorney-led guides push a legal-claim assessment before you draft anything; do-it-yourself guides draft first and reserve counsel for review. Both work. If your case has a WARN problem or a disclosure list, put the legal read before the draft. If it is a clean individual offer, draft first.

#### The hold-and-sign sequence inside one window

1. **Day 0** - Log the clock and record the sign and revoke deadlines
2. **Day 0-1** - Benchmark the cash offer against weeks-per-year
3. **Day 1-4** - Assemble leverage and build the ranked ask menu
4. **Day 3-5** - Draft the under-300-word counter and send it mid-window
5. **Near deadline** - Confirm every concession in the document, then sign

*You draft early, send mid-window, and sign at the edge so no term is ever confirmed under time pressure.*

## Ordering the asks and writing the counter

Rank your asks by likelihood of yes and lead with the cheapest strong one. The order that works is more cash weeks first, then COBRA months, then the equity window, then any covenant, reference, or clawback item. Limit the letter to one or two asks. A five-item counter reads as adversarial and draws a flat no.

Put it in writing. Submit the request to your employer or their attorney, making clear you are prepared to accept the original terms but wish to request additional benefits or an increased amount. A strong counter is short, under 300 words, specific enough to name a dollar figure or a weeks-per-year benchmark, polite, and clear that you are not threatening litigation. Anchor above your target: if you want 12 weeks, ask for 16. Employers build slack into first offers, so this is standard, not aggressive.

**Severance counteroffer email**

```
Subject: Response to severance agreement dated [date]

Dear [name],

Thank you for the severance agreement. I appreciate the offer and I am prepared to accept its terms. Before I sign, I would like to request two adjustments.

First, on cash severance: over [X] years of service, the current offer works out to roughly [Y] weeks per year. Given my tenure and the market range, I am requesting [Z] weeks per year, which brings the total to [figure].

Second, I would like the company to cover COBRA premiums for [6] months rather than [3]. This is administratively simple and, at roughly [$monthly] per month, is meaningful to my family's transition.

I am not raising any dispute and I am not seeking litigation. I am ready to sign promptly once these two items are reflected in the written agreement.

I remain within my consideration period through [last date to sign] and look forward to your response.

Sincerely,
[name]
```

*Keep it under 300 words. Name one or two asks with numbers. Replace the tenure, figures, and leverage line with your own; do not add a third ask.*

Everything discussed verbally must appear in the written agreement before you sign. "We'll take care of COBRA" that never enters the document is worth nothing. If a term is not in the signed PDF, it does not exist.

Writing this cleanly, benchmarking your tenure against real market ranges, and framing the accept-in-principle language is exactly the kind of drafting friction [Refolk](/candidates) removes when you are assembling the letter from your own employment history under a deadline.

> **Tip:** Anchor above target on purpose
>
> Asking for 16 weeks to land 12 is expected, not greedy. The first offer already carries slack, so an anchor gives the employer room to grant something and still feel they negotiated you down.

## How this goes wrong

The failure modes below are where counters collapse or where a reader misreads their own position. Each has a false positive worth checking against the actual document.

- **Miscounting the clock.** Assuming 21 days when you are under 40, or when a material change silently reset the period. Check the agreement's reset clause against the OWBPA rule that material changes restart the window and non-material ones do not.
- **Treating a 45-day group case as individual.** You skip the disclosure review and forfeit your strongest leverage. Check whether two or more workers 40 or older received standardized offers; if so, you are in a group program.
- **Signing early and forfeiting revocation.** The 7 days cannot be waived. A "sign now for the check" pitch is pressure, not a shortcut. Verify the revocation clause is present verbatim before you sign.
- **Asking for everything at once.** A five-item counter reads as adversarial and draws a flat no. Limit yourself to one or two anchored asks.
- **Verbal concessions.** A promise that never enters the document is worthless. Read the signed PDF line by line against what was agreed.
- **Over-reading the disclosure.** Age skew in a small decisional unit may be statistical noise, not bias. Check the unit size and whether the comparators truly held interchangeable roles before you rely on it.
- **Assuming WARN back pay stacks on severance.** Employers often credit severance against WARN liability. Do not double-count; confirm with counsel before pricing the ask.
- **Ignoring the ISO-to-NSO conversion.** Extending your exercise window past 90 days can convert incentive stock options to non-qualified options and trigger a tax event you did not budget for. Check your grant type before requesting the extension.

> **Watch out:** The equity extension can cost you at tax time
>
> Waiting past 90 days to exercise converts ISOs to NSOs under IRS rules. If your grant is ISOs, an extended window is a benefit with a tax price attached. Model the tax before you ask for it.

The disclosure trap and the equity trap are the two that catch sophisticated people, because both look like pure upside. They are not. A disclosure list only helps if the decisional unit is large enough for the pattern to mean something, and an extended equity window only helps if you have modeled the conversion.

## Where to get help when the case is bigger than a letter

When your case has a WARN problem, a disclosure list, or meaningful equity, bring in a professional. The good news for a laid-off reader is that help is reachable, though it is unevenly distributed by geography.

```table
```

| Professional pool | Count | Top employer in pool |
|---|---|---|
| US employment attorneys/lawyers | 244 | Constangy; Gray Plant Mooty |
| UK employment lawyers/solicitors | 422 | PwC; JMW Solicitors |
| US career transition coaches | 217 | Challenger, Gray & Christmas; LHH |

In Refolk's index of professional profiles, the UK employment-lawyer pool runs about 1.73 times the US pool (422 divided by 244). For a US reader in a thin market, that matters: a career transition coach is nearly as reachable as an attorney.

```table
```

| Pool | Count | Ratio to attorneys (derived) |
|---|---|---|
| Employment attorneys | 244 | 1.00 |
| Career transition coaches | 217 | 0.89 |

The two pools serve different needs. An employment attorney reviews the waiver, tests the disclosure list, and prices the WARN exposure. A career transition coach helps with the search that starts the day after you sign, and outplacement is itself a severance term you can often convert to cash. Refolk can find either one by role, specialty, and location so you are not cold-searching a directory while a clock runs.

Ask me this: `Employment attorneys in New York who handle severance and ADEA waiver review for laid-off workers over 40.` - [run the search](https://www.refolk.ai/start?q=Employment%20attorneys%20in%20New%20York%20who%20handle%20severance%20and%20ADEA%20waiver%20review%20for%20laid-off%20workers%20over%2040.).

*Returns named attorneys with the specific practice area, so you can shortlist a reviewer the same day you get the offer.*

## Before you sign: the final check

Run this checklist against the actual signed document, not against what was said. Every item is a thing you can verify with your eyes on the page.

#### Verify before you sign

- [ ] The last date to sign and the last date to revoke are written down and you are still inside both.
- [ ] The revocation clause granting 7 days after signing is present verbatim.
- [ ] Every verbal concession, especially COBRA and cash figures, appears in the document exactly as agreed.
- [ ] The cash total matches your negotiated weeks-per-year, converted to a dollar figure.
- [ ] If you extended the equity window, you have confirmed your grant type and modeled any ISO-to-NSO tax impact.
- [ ] If you referenced WARN, you have confirmed with counsel whether severance is being credited against back pay.
- [ ] You are signing near the deadline, not early, so the counter had time to land and the terms are final.

The last line is the discipline that ties the whole guide together. You logged the clock first so you could work inside it, and you sign at the edge so no term is ever confirmed under time pressure. A signed agreement inside the window, with the 7-day revocation still ahead of you, is the finished job.

## Keeping the counter current

Two things in this method shift over time, and both have a mechanism you can re-check rather than a number to memorize. COBRA premium ranges move with health-plan costs, so price your subsidy ask against your own most recent premium notice, not the range quoted here. The equity exercise standard is a market convention, not a statute, so confirm the current de facto window and your own grant terms before you anchor an extension.

Everything anchored in law stays put. The 21-day and 45-day OWBPA floors, the non-waivable 7-day revocation, the WARN 60-day notice and back-pay penalty, and the disclosure statute are stable ground you can build on. When your case is clean, execute the seven steps yourself the same afternoon. When it carries a disclosure list, a WARN gap, or real equity, spend the window finding the right reviewer first, then draft.

## Frequently asked questions

### How much severance should I ask for?

Start from your tenure. The standard baseline is 1 to 2 weeks of pay per year of service, and negotiated packages frequently rise to 6 to 8 weeks per year. Convert your offer to weeks-per-year first, then anchor your counter above your real target: if you want 12 weeks, ask for 16. Employers build slack into first offers, so anchoring above target is expected rather than aggressive.

### Can I negotiate severance without a lawyer?

Yes, for a straightforward offer. The written counter itself is something you can draft and send the same afternoon. Bring in an employment attorney when the stakes justify it: a group layoff with an ADEA disclosure list, a possible WARN violation, or equity worth extending. In Refolk's index there are 244 US employment attorneys and 422 UK employment lawyers, so counsel is reachable if the case warrants a review.

### How long is the severance consideration period?

For an individual termination, an ADEA waiver must give a worker 40 or older at least 21 days to consider it. For an exit incentive or termination program offered to a group, the minimum is 45 days. The clock runs from the employer's final offer, and a material change to that offer restarts it. Workers under 40 get only the time the employer chooses to offer.

### What should I ask for in severance besides cash?

The highest-value non-cash asks are employer-paid COBRA continuation, an extended equity exercise window, and cash in lieu of outplacement. A 3 to 6 month COBRA subsidy is worth roughly $5,000 to $15,000 and often clears approval faster than a base-pay bump, because the company books it administratively rather than as headcount cost. An equity window extension from 90 days to nine or twelve months preserves options you would otherwise forfeit.

### Can I lose my severance by trying to negotiate?

A polite, written counter that accepts the agreement in principle and asks for one or two specific improvements does not put the base offer at risk. What draws a flat no is a five-item counter that reads as adversarial or any language that sounds like a litigation threat. Keep the letter under 300 words, name a figure, and make clear you are prepared to sign the original terms if the request is declined.

### Does a missed WARN notice increase my severance leverage?

It can. WARN requires employers with 100 or more employees to give 60 calendar days notice of a mass layoff affecting 50 or more workers at a single site, and a missed notice converts to back pay for up to 60 days. That is a pre-priced number the employer already fears. But employers often credit severance against WARN liability rather than stacking them, so confirm the math with counsel before you price the ask.

---

*From the Refolk guide library. I revise these guides rather than replacing them, so the current version is always at https://www.refolk.ai/candidates/guides/severance-counter-before-clock-runs*