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1. Parties: Identifies the employer corporation and the executive employee who are entering into the agreement
2. Background: Provides context for the agreement, including the nature of the employer's business and the executive position being filled
3. Definitions: Defines key terms used throughout the agreement
4. Position and Duties: Specifies the executive's title, role, responsibilities, and reporting relationships
5. Term: Defines whether the agreement is for a fixed term or indefinite period
6. Compensation: Details base salary, review periods, and payment terms
7. Benefits and Perquisites: Outlines health benefits, insurance, vacation entitlement, and executive perks
8. Bonus and Incentive Compensation: Describes annual bonus structure, long-term incentives, and performance metrics
9. Expenses: Covers business expense reimbursement policies and procedures
10. Confidentiality: Defines confidential information and obligations to maintain confidentiality
11. Intellectual Property: Addresses ownership and protection of IP created during employment
12. Non-Competition: Specifies restrictions on competing activities during and after employment
13. Non-Solicitation: Prohibits solicitation of employees, customers, or suppliers
14. Termination: Details grounds for termination and consequences of various termination scenarios
15. Severance: Outlines severance payments and benefits upon various types of termination
16. Return of Property: Requires return of company property upon termination
17. Governing Law: Specifies applicable law and jurisdiction
18. General Provisions: Includes standard boilerplate clauses like entire agreement, amendments, and notices
1. Equity Compensation: Include when the executive receives stock options, RSUs, or other equity-based compensation
2. Change of Control: Include provisions for executive rights and obligations in case of company sale or merger
3. Work Location and Relocation: Include when position requires relocation or specific work location arrangements
4. External Activities: Include when allowing or restricting outside business activities, board positions, or volunteer work
5. Representations and Warranties: Include when specific assurances from the executive are required regarding qualifications or absence of conflicts
6. Clawback Provisions: Include for public companies or when required by company policy for recovery of compensation
7. Garden Leave: Include when company wants right to place executive on paid leave during notice period
8. Dispute Resolution: Include when specific arbitration or mediation procedures are desired
1. Schedule A - Duties and Responsibilities: Detailed list of executive's specific duties and performance expectations
2. Schedule B - Compensation Details: Comprehensive breakdown of all compensation elements and calculations
3. Schedule C - Benefits Summary: Detailed description of all benefits and perquisites
4. Schedule D - Equity Plan Terms: Terms and conditions of any equity-based compensation
5. Schedule E - Approved External Activities: List of pre-approved board positions or other external activities
6. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and requirements
7. Appendix 2 - IP Assignment Agreement: Comprehensive intellectual property assignment provisions
Financial Services
Technology
Manufacturing
Healthcare
Retail
Energy
Mining
Professional Services
Telecommunications
Real Estate
Education
Non-Profit
Transportation
Construction
Media and Entertainment
Human Resources
Legal
Executive Leadership
Board of Directors
Compensation Committee
Corporate Governance
Finance
Operations
Chief Executive Officer (CEO)
Chief Financial Officer (CFO)
Chief Operating Officer (COO)
Chief Technology Officer (CTO)
Chief Marketing Officer (CMO)
Chief Human Resources Officer (CHRO)
Chief Legal Officer (CLO)
Chief Information Officer (CIO)
Chief Risk Officer (CRO)
Executive Vice President
Senior Vice President
Managing Director
General Counsel
Regional President
Division President
Executive Director
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