Guide · Labor and Employment
Employment Agreements and Executive Compensation: A Comprehensive Guide to Terms, Equity, and Exit
29 U.S.C. § 1002
- Type
- Guide
- Jurisdiction
- National
- Date
- 2024-02-21
- Topic
- Labor and Employment
This guide states the law and drafting practice governing employment agreements and executive compensation. Part 1 covers the at-will baseline and what an agreement changes; Part 2 covers compensation structure from base and bonus through long-term incentives. Part 3 covers equity, including the tax treatment of incentive and nonqualified options, restricted stock, the 83(b) election, and restricted stock units. Part 4 covers Section 409A, its exemptions, and the drafting consequences for good reason and release timing. Parts 5 and 6 cover cause, good reason, severance, change-of-control arrangements, the parachute rules of Section 280G, and clawbacks. Parts 7 and 8 cover restrictive covenants, inventions assignment, non-waivable disclosure rights, indemnification, and insurance. Later parts address releases and arbitration, the statutory rules that override the document, public company disclosure obligations, and the state variations that decide enforceability.
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