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1. Parties: Identification of the company and the key person, including their complete legal names and addresses
2. Background: Context of the agreement, including the key person's role and importance to the company
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Term: Details of the position, appointment date, and duration of the agreement
5. Duties and Responsibilities: Comprehensive outline of the key person's roles, duties, and performance expectations
6. Compensation and Benefits: Base salary, bonuses, equity arrangements, and other benefits
7. Retention Incentives: Specific incentives designed to retain the key person, including vesting schedules and conditions
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Intellectual Property: Assignment and protection of IP created during employment
10. Non-Competition: Restrictions on competing activities during and after employment
11. Termination: Grounds for termination and associated procedures
12. Post-Termination Obligations: Continuing obligations after the agreement ends
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Execution: Signature blocks and execution formalities
1. Change of Control Provisions: Provisions addressing the key person's rights and obligations in case of company ownership changes
2. International Travel: Terms regarding international assignments or travel requirements
3. Stock Options: Detailed terms of any stock option or equity participation programs
4. Performance Metrics: Specific KPIs and performance evaluation criteria
5. Life and Disability Insurance: Special insurance provisions for the key person
6. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration
7. Force Majeure: Provisions for extraordinary circumstances affecting performance
8. Family Benefits: Extended benefits covering family members
9. Retirement Provisions: Special arrangements for retirement scenarios
1. Schedule A - Compensation Package: Detailed breakdown of all compensation components
2. Schedule B - Performance Bonus Calculation: Formula and metrics for calculating performance-based bonuses
3. Schedule C - Position Description: Detailed job description and responsibilities
4. Schedule D - Company Policies: Key company policies applicable to the key person
5. Schedule E - Equity Plan Details: Details of any share options or equity participation
6. Appendix 1 - Confidential Information: List of specific confidential information and trade secrets
7. Appendix 2 - Restricted Activities: Specific activities restricted under non-compete provisions
8. Appendix 3 - Benefits Summary: Comprehensive summary of all benefits and perquisites
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