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Executive Compensation Agreement Template for United States

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Key Requirements PROMPT example:

Executive Compensation Agreement

"I need an Executive Compensation Agreement for our new incoming CEO of a technology startup, including stock options representing 5% of company equity and performance-based bonuses tied to achieving Series B funding by March 2025."

Document background
Executive Compensation Agreements are essential documents used when hiring or promoting individuals into senior leadership positions. These agreements, governed by U.S. federal and state laws, establish clear terms for executive compensation, including base salary, bonuses, equity compensation, benefits, and severance arrangements. The document serves to protect both the company's interests and the executive's rights while ensuring compliance with various regulations such as IRC Section 409A and securities laws. An Executive Compensation Agreement is particularly crucial for public companies and organizations with complex compensation structures.
Suggested Sections

1. Parties: Identifies the company and executive, including full legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement

4. Position and Duties: Outlines the executive's role, responsibilities, and reporting structure

5. Term: Specifies duration of employment and renewal provisions

6. Base Salary: States the executive's base compensation and review procedures

7. Annual Bonus: Details performance-based compensation structure

8. Benefits: Outlines standard benefits package and special executive benefits

9. Termination Provisions: Specifies conditions and consequences of employment termination

Optional Sections

1. Equity Compensation: Details stock options or other equity-based compensation when offering stock-based compensation

2. Change in Control: Provisions related to company ownership changes, typically used for public companies or companies anticipating acquisition

3. Non-Compete: Restrictions on post-employment competition, used when protecting company interests is crucial

4. Clawback Provisions: Terms for recovering compensation in case of executive misconduct or financial restatements

Suggested Schedules

1. Schedule A - Performance Metrics: Detailed bonus calculation methodology and performance targets

2. Schedule B - Equity Plan Terms: Details of stock option or restricted stock grants

3. Schedule C - Benefits Package: Comprehensive list of executive benefits and perquisites

4. Appendix A - Definitions: Extended definitions of complex terms and calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

IRC Section 409A: Federal regulation governing deferred compensation arrangements, including timing of payments, elections, and distributions to avoid adverse tax consequences

Securities Exchange Act of 1934: Federal law regulating securities trading and requiring specific disclosures for public companies, including executive compensation details

Sarbanes-Oxley Act 2002: Federal law requiring enhanced corporate governance and financial disclosure standards, including executive compensation reporting requirements

Dodd-Frank Act: Comprehensive financial reform law including provisions for executive compensation disclosure, say-on-pay votes, and pay ratio reporting

IRC Section 280G: Federal tax provision governing golden parachute payments, imposing additional taxes on excessive payments triggered by change in control

Tax Cuts and Jobs Act 2017: Tax reform law affecting executive compensation, including changes to deductibility of executive compensation under Section 162(m)

Fair Labor Standards Act: Federal law establishing wage and hour standards, though executives are typically exempt from overtime provisions

Equal Pay Act: Federal law requiring equal pay for equal work, regardless of gender, applicable to executive compensation structures

Age Discrimination in Employment Act: Federal law prohibiting age discrimination in employment terms, including executive compensation and benefits

Americans with Disabilities Act: Federal law protecting rights of individuals with disabilities, affecting executive employment terms and reasonable accommodations

ERISA: Federal law governing employee benefit plans, including executive retirement plans and deferred compensation arrangements

SEC Regulations: Federal securities regulations requiring specific executive compensation disclosures, including pay ratio and performance metrics for public companies

State Employment Laws: Various state-specific regulations governing employment terms, wages, and benefits that may affect executive compensation

Corporate Governance Requirements: Stock exchange listing requirements and corporate bylaws affecting executive compensation approval and disclosure

Industry-Specific Regulations: Sector-specific rules affecting executive compensation, such as banking regulations or healthcare compliance requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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