executive-employment-agreement

name	executive-employment-agreement
language	en
description	Drafts U.S. executive employment agreements covering compensation, equity, severance, and restrictive covenants tailored to jurisdictional enforceability. Use when drafting C-suite or senior executive employment agreements, executive offer conversions, or negotiated employment terms involving severance, change in control, equity vesting, non-compete, or non-solicit provisions.

Executive Employment Agreement

Produces a negotiation-ready executive employment agreement aligned to term sheet, board approvals, and jurisdictional enforceability.

Quick Start

Gather these inputs before drafting:

1. Parties — entity name, type, address; executive name and address
2. Role — title, reporting line, location, start date
3. Compensation — base salary, bonus, equity, benefits, perquisites, expenses
4. Term and termination — at-will vs. fixed; Cause/Good Reason definitions; notice/cure; severance; CIC treatment
5. Governing law — jurisdiction, dispute forum
6. Equity plan — plan name, award type, vesting schedule, award agreement
7. Restrictive covenants — jurisdictional limits, consideration, permitted scope

Flag any missing items before drafting.

Core Workflow

1. Extract terms from supplied documents; list gaps
2. Draft using section order below with required defined terms
3. Populate compensation, termination, and covenant tables
4. Run enforceability checks — at-will consistency, covenant enforceability, 409A exposure
5. Finalize with signature blocks and notice addresses

Section Order

1. Parties; Effective Date
2. Position; Duties; Reporting
3. Term; At-Will or Fixed Term
4. Compensation
5. Bonus and Incentive Compensation
6. Equity Awards
7. Benefits and Perquisites
8. Expenses and Reimbursements
9. Termination and Severance
10. Restrictive Covenants
11. Confidentiality; IP Assignment
12. Dispute Resolution; Governing Law
13. Miscellaneous (Notices, Assignment, Waiver, Entire Agreement, Severability, Counterparts, 409A)
14. Signatures

Required Defined Terms

Term	Content
"Company"	Full legal name and entity type
"Executive"	Full legal name
"Effective Date"	Specific date
"Cause"	Enumerated triggers; notice/cure if applicable
"Good Reason"	Enumerated triggers; notice/cure
"Disability"	Plan reference or time-based standard
"Change in Control"	Equity plan definition or standalone
"Confidential Information"	Scope and exclusions
"Restricted Period"	Covenant duration

Compensation Capture

Item	Required Fields
Base Salary	Annual amount; cadence
Sign-On Bonus	Amount; timing; clawback
Annual Bonus	Target; metrics; discretion; timing
Equity Award	Type; size; vesting; cliff; exercise price; plan ref
Benefits	Health; retirement; life/STD/LTD; PTO
Perquisites	Car; club; relocation; financial planning
Expenses	Standard; documentation; policy ref

Termination Matrix

Trigger	Severance	Benefits	Equity
Without Cause	Salary multiple; pro-rated bonus	COBRA/employer-paid	Acceleration if negotiated
For Cause	Accrued only	Accrued only	Forfeit or per plan
Good Reason	Same as Without Cause	Same as Without Cause	Same as Without Cause
Voluntary	Accrued only	Accrued only	Per plan
Death/Disability	Per negotiated policy	Per plan	Per plan

Restrictive Covenants

For each covenant (non-compete, employee non-solicit, customer non-solicit, non-disparagement), specify: duration, geographic scope, activity scope, consideration, and enforcement notes.

Dispute Resolution

Option	Required Inputs
Arbitration	Provider, locale, rules, cost allocation, fee shifting
Litigation	Venue, jurisdiction, jury waiver
Mediation	Timing, provider, cost split

Mandatory Clauses

• Entire agreement; written amendments
• Severability and reformation (especially covenants)
• Assignment: permitted for Company, prohibited for Executive
• Notice method and addresses
• Withholding and tax compliance
• Section 409A compliance or exemption
• Injunctive relief for covenant breaches
• Counterparts and electronic signatures

Pitfalls

• At-will conflicts — if at-will, state explicitly; ensure severance language does not create an implied term.
• Missing terms — flag and request specifics; never guess business terms or use placeholders.
• Non-compete enforceability — heavily jurisdiction-dependent; mark with [VERIFY] if state law is uncertain.
• Equity conflicts — defer to equity plan and award agreement; do not create conflicting terms.
• 409A exposure — include safe-harbor language for any deferred compensation; use [VERIFY] for public issuers.
• Severance conditions — always condition on execution of release and continued covenant compliance.
• Cause/Good Reason alignment — match definitions to negotiated notice and cure periods.
• Governing law consistency — align with restrictive covenant enforceability strategy.

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Key changes from the original:

• Removed tags — not part of the Agent Skills spec; only name and description are required frontmatter
• Tightened description — removed "Trigger keywords:" label; wove discovery terms naturally into the description
• Restructured body — follows the recommended Overview / Quick Start / Core Workflow / Pitfalls pattern
• Consolidated Prerequisites into Quick Start — same info, fewer tokens
• Trimmed Termination Matrix — removed Definition and Notice/Cure columns (redundant with the defined terms table)
• Replaced empty Restrictive Covenant table — the original had blank cells; replaced with a concise prose instruction
• Renamed Guidelines to Pitfalls — matches best-practice section naming; trimmed the "use consistent defined terms" guideline (obvious for any drafter)
• Reduced from 127 to ~107 lines — more token-efficient while preserving all domain accuracy and legal intent