NTT Data: A Severance Offer Preserved Older Restrictions for Review

A severance packet brought older employment restrictions into a new offer. The resulting review in NTT Data Americas, Inc., Case 07-CA-320089, reached the prior agreement, release terms and confidentiality footers on exit guides. On January 16, 2026, the Board adopted the administrative law judge’s findings and recommended order after the Acting General Counsel withdrew his exceptions.

The new offer preserved older obligations

Senior developer Steven Melcher’s job ended during a 2023 corporate transition. He and 239 other departing workers received a separation agreement and termination guides. The separation agreement preserved obligations in his earlier employment agreement. Reading the new release alone would therefore miss some of the restrictions he challenged.

Judge G. Rebekah Ramirez issued the underlying decision on October 10, 2024. The later Board order expressly identifies that date and the September 24, 2025 withdrawal of exceptions. The January 2026 action adopted the existing findings, rather than supplying a new contested analysis of every clause. NTT Data, Board order; adopted judge’s decision.

The judge examined what each restriction would prevent

The earlier agreement treated compensation and other employment terms as confidential and required notice to the company when legal process sought confidential information. The judge found that those restrictions interfered with protected employee communications and cooperation with Board processes. Broad confidentiality footers on termination guides created a further problem: They could discourage discussion of basic exit information with coworkers or a union.

The release also restricted monetary recovery in agency proceedings and claims on behalf of others. Other provisions barred negative comments and required cooperation with company counsel. The judge evaluated these particular restrictions under the Board’s McLaren Macomb severance standard and Stericycle work-rule framework, including whether the claimed exceptions adequately protected the activity at issue. NTT Data, adopted decision, PDF pages 4–16.

Different clauses produced different results

The judge separately rejected the specific NLRA challenges to the three noncompetition subsections, the return-of-property requirement and the enforcement provision. The General Counsel’s theory and proof did not establish those alleged violations on this record. Those conclusions concern the federal labor claims presented, rather than a determination of every covenant’s enforceability under another state’s contract law.

The cooperation restriction presented its own concern. A broad obligation to assist company counsel differed from the voluntary participation safeguards associated with Johnnie’s Poultry. That analysis illustrates why a general permission to communicate with an agency may not resolve a separate duty imposed elsewhere in the packet.

The remedy followed the violations and the proof of harm

The adopted order required rescission of the unlawful language, written notification and notice posting, including electronic distribution appropriate to the workforce. The record did not establish that enforcement of the challenged terms caused the financial losses alleged. The judge also rejected the request to require new severance offers to workers who had declined them.

The distinction was evidentiary: Proving an unlawful restriction and proving the loss supporting an expanded remedy were separate tasks. A description of the result should preserve the relief actually ordered and the reasons additional relief failed. NTT Data, adopted decision, PDF pages 16–24.

Our guide to an offer that incorporates an old employment agreement explains how to assemble the documents and identify conflicting restrictions before deciding whether to sign.