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Employee Incentive Agreement Template for United States

An Employee Incentive Agreement is a legally binding document used in the United States that establishes the terms and conditions for performance-based rewards, bonuses, or other incentives offered to employees. It outlines specific performance metrics, payment terms, eligibility criteria, and compliance with federal and state employment laws. The agreement typically includes provisions for tax implications, vesting schedules, and conditions for maintaining or forfeiting incentives.

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What is a Employee Incentive Agreement?

The Employee Incentive Agreement serves as a crucial tool for businesses operating in the United States to attract, retain, and motivate key employees through structured reward systems. This document is essential when implementing performance-based compensation programs, equity participation plans, or bonus schemes. It ensures compliance with federal regulations including IRC Section 409A, securities laws, and state-specific employment requirements. The agreement typically outlines clear performance metrics, payment structures, and conditions for receiving incentives, while protecting both employer and employee interests through well-defined terms and conditions.

What sections should be included in a Employee Incentive Agreement?

1. Parties: Identifies the employer and employee entering into the agreement

2. Background: States the purpose of the agreement and context of the incentive program

3. Definitions: Defines key terms used throughout the agreement

4. Incentive Structure: Details the specific incentives being offered and performance metrics

5. Eligibility Criteria: Specifies conditions that must be met to qualify for incentives

6. Payment Terms: Outlines when and how incentive payments will be made

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Governing Law: Specifies jurisdiction and applicable laws

What sections are optional to include in a Employee Incentive Agreement?

1. Clawback Provisions: Terms for recovering incentive payments under specific circumstances when dealing with executive agreements or high-value incentives

2. Non-Competition: Restrictions on working for competitors, typically included for senior employees or when protecting trade secrets

3. Change of Control: Impact of company ownership changes on incentives, relevant for public companies or those planning exit events

4. Tax Gross-Up: Provisions for tax implications of incentives, particularly relevant for international employees or complex tax situations

What schedules should be included in a Employee Incentive Agreement?

1. Schedule A - Performance Metrics: Detailed breakdown of performance targets and calculation methods

2. Schedule B - Payment Schedule: Timeline and structure of incentive payments

3. Schedule C - Eligible Positions: List of positions or roles eligible for the incentive program

4. Appendix 1 - Award Calculation Examples: Sample calculations showing how incentives are determined

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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