The Executive Employment Agreement checklist is based on ContractStandard’s Unified Contract structure, displayed and color-coded in the first and second column of the checklist. The third column identifies the clauses appearing in the agreement. The fourth column lists the major options (checkbox symbols indicate the most common clause options; circle symbols indicate less common options). The fifth column contains the standard clause language from the clause library, compiled to provide the framework for a sample standard agreement.
The 133 source documents are drawn from a recent search on EDGAR for Executive Employment Agreements. The percentage of occurrence of each clause in the sample set is listed next to each term.
EXECUTIVE EMPLOYMENT AGREEMENT
Statement of Agreement
This Executive Employment
Agreement (the “Agreement”) is made as of [DATE] between [COMPANY] with its
principal place of business located at [COMPANY PLACE OF BUSINESS] (the
"Company") and [EXECUTIVE NAME], located at [EXECUTIVE RESIDENCE]
Purchase, License or Performance
Terms of Employment
Position, Duties and Performance (100%)
Place of Performance (23%)
Other Activities (6%)
Effective Date (5%)
Board Membership (4%)
Performance Reviews (2%)
1. Terms of Employment
(a) Position. Company hereby employs the Executive as [TITLE OR POSITION],
and the Executive accepts such employment with Company subject to the terms
and conditions of this Agreement.
(b) Duties. Executive shall have such duties and responsibilities as
may be assigned by the [Board of Directors / Chief Executive Officer / Chief
Operating Officer] not inconsistent with the position.
(c) Dedication. Executive shall devote his full business time and
best efforts to the business and affairs of the Company.
(d) Performance. Executive shall faithfully and diligently perform Executive’s
duties [in conformity with the directions of the Company] and serve the
Company to the best of Executive’s abilities.
(e) Permitted Activities. Executive may:
serve on industry, trade, civic or charitable boards or
engage in charitable activities and community affairs; and
manage personal investments, as long as such activities do not
[materially] interfere with the performance of Executive's duties and
Consideration; Mechanics of Exchange
Base Salary (96%)
Annual Bonus (94%)
Incentive Compensation (82%)
Tax Gross-Up (26%)
Deferred Compensation (8%)
Salary. Executive shall
receive a base salary in the amount of [COMPENSATION] ("Base
Payment. The Base Salary shall
be payable in accordance with the customary payroll practices of the Company,
[but in no event less frequently than monthly].
Adjustments. The Base Salary may be
increased [or decreased] from time to time during the term of this Agreement
in the [sole] discretion of the Company.
execution of this Agreement,] Company shall pay to Executive an
initial signing bonus of [signing bonus amount].
each fiscal year during the term of employment, the Executive shall be
eligible to receive a bonus in the amount, if any, as may be determined from
time to time by the Board in its discretion.
Compensation. During the term of employment, the Executive shall be
eligible to participate in any equity-based incentive compensation plan or
program adopted by the Company.
(a) Reimbursement. Company shall pay all reasonable travel, dining
and other ordinary, necessary and reasonable business expenses incurred by
the Executive in the performance of his duties under this Agreement[, subject
to budget and/or other limitations or conditions imposed by the Executive
Committee and/or the Board].
(b) Substantiation. The Executive shall, as a condition of any such
payment or reimbursement, submit verification, substantiation and
documentation of the nature and amount of such expenses in accordance with
the policies of Company from time to time.
Participation in Benefit Plans
Automobile Allowance (14%)
Executive Perquisites (11%)
Relocation Benefits (10%)
and Support Staff (8%)
Club Membership (7%)
Annual Physical Examination (4%)
(a) Entitlement. The Executive shall be entitled to [NUMBER OF WEEKS]
weeks ([NUMBER OF BUSINESS DAY] business days) of vacation leave each year
during the term of this Agreement without any deduction in his compensation,
and at such times within each year as the Executive may determine, taking
into account Company's schedule and the Executive's duties relative thereto,
such vacation leave which shall be forfeited at the end of each year if not
fully utilized in that year.
(b) Vacation Benefits upon Termination. Upon the termination or
expiration of the Executive's employment by Company under this Agreement, the
Executive shall not be entitled to compensation for any unutilized vacation
During the Employment Period,
the Executive shall be entitled to participate in employee benefit plans
generally made available to senior executives of the Company.
OR specific benefits
(a) Term Life Insurance. In addition to any term life insurance
provided to other Executives of Company, Company shall purchase a term life
insurance policy in the amount of [INSURANCE AMOUNT] on the life of the
Executive, commencing on [INSURANCE START DATE]. The policy shall remain in
effect for the duration of Executive's employment with Company under this
Agreement. The obligation of Company to purchase such policy shall be
conditioned on Executive's successful completion of any required medical
examination(s) such that the policy can be bought at standard rates. The
Executive shall, in his sole discretion, name the beneficiaries of the
(b) Pension. As part of the compensation for services rendered under
this Agreement, Executive shall be entitled to participate in the Company's
pension, profit sharing, and 401K plans if such plans are established by Company.
(c) Automobile. The Company shall make available to Executive a car
(details) for professional (and private) use.
(d) Membership. If desired by
the Executive, Company shall pay for the Executive's expenses of membership,
receipt of publications, and other participation in the relevant programs and
activities of the [NAME OF ASSOCIATION CLUB].
6. Representations and
Warranties. The Company and the Executive respectively represents and
warrants to each other that each respectively is fully authorized and
empowered to enter into the Agreement and that their entering into the
Agreement and [to each parties' knowledge] the performance of their
respective obligations under the Agreement will not violate any agreement
between the Company or the Executive respectively and any other person, firm
or organization or any law or governmental regulation.
Restrictions on Conduct of
Confidential Information (98%)
Intellectual Property (49%)
Return of Documents (26%)
Severability of Covenants (10%)
Rights and Remedies Upon Breach
Litigation and Regulator
Restricted Period (3%)
Code of Ethics (3%)
7. Confidential Information
(a) Obligation. The Executive agrees to maintain the strict
confidentiality of all Confidential Information during the term of this
Agreement and thereafter.
(b) Scope. For purposes of this Agreement, "Confidential
Information" shall mean all information and materials of Company, and
all information and materials received by Company from third parties
(including but not limited to affiliates, subsidiaries, chapters, and members
of Company), which are not generally publicly available and all other
information and materials which are of a proprietary or confidential nature,
even if they are not marked as such.
(c) Survival. This provision shall survive the termination of this
8. Intellectual Property
(a) Ownership. Executive agrees that all copyrights, trademarks, patents, and
other intellectual property rights to works or marks arising in from or in
connection with the Executive's employment by Company are "work made for
hire" within the definition of Section 101 of the Copyright Act (17
U.S.C. 101) and shall remain the sole and exclusive property of Company.
(c) Assignment of Interest. To the extent any work product is not
deemed to be a work made for hire within the definition of the Copyright Act,
Executive with effect from creation of any and all work product, hereby
assigns, and agrees to assign, to Company all right, title and interest in
and to such work product, including but not limited to copyright, all rights
subsumed thereunder, and all other intellectual property rights, including
all extensions and renewals thereof.
(d) Moral Rights. Executive also agrees to waive any and all moral
rights relating to the work product, including but not limited to, any and
all rights of identification of authorship and any and all rights of
approval, restriction or limitation on use, and subsequent modifications.
(e) Assistance. Executive further agrees to provide all assistance
reasonably requested by Company, both during and subsequent to the Term of
this Agreement, in the establishment, preservation and enforcement of
Company's rights in the work product.
(f) Return of Property. Upon the termination of this Agreement, Executive
agrees to deliver promptly to Company all printed, electronic, audio-visual,
and other tangible manifestations of work product, including all originals
and copies thereof.
(a) Restrictions. During the term of this Agreement and for a period
of [NON COMPETITION PERIOD] immediately following the termination of this
Agreement, Executive shall not, directly or indirectly, without the prior
written consent Company, own, manage, operate, join, control, finance or
participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, principal, agent,
representative, or consultant of any Entity engaged in the Restricted
(b) Exceptions. Executive shall not be deemed to be in contravention
of the foregoing if Employee participates as a passive investor holding up to
1% of the equity securities of an Entity engaged in the Restricted Business,
which securities are publicly traded.
During the term of this
Agreement and for [NON-SOLITICATION PERIOD] after any termination of this
Agreement, Contractor will not, without the prior written consent of the
Company, either directly or indirectly[, on Contractor 's own behalf or in
the service or on behalf of others], solicit or attempt to solicit, divert or
hire away any person employed by the Company[ or any customer of the Company].
(a) Executive Obligation. Executive will not at any time,
during or after the Term, disparage, defame or denigrate the reputation,
character, image, products or services of the Company, or of any of its
Affiliates, or, any of its or its Affiliate s directors, officers,
stockholders, members, employees or agents.
(b) Company Obligation. The Company will not, except as may be
required by law, issue any official press release or statement which is
intended to disparage Executive.
acknowledges that the covenants of this Agreement are supported by good and
adequate consideration, and that such covenants are reasonable and necessary
[in terms of duration, scope and geographic area] to protect the legitimate
business interests of Company.
Term and Termination
Term of Employment
13. Term of Employment
(a) Initial Term. The term of the
Executive's employment under this Agreement shall commence on the Effective
Date and continue until [the end date] (the "Term"), unless his
employment is sooner terminated pursuant to the provisions of [the
Termination of Employment section].
(b) Automatic Renewal. Commencing on [the
end date] and on each anniversary of that date thereafter, the Term shall be
extended for an additional [one year period].
(c) Notice Not to Renew. Either party may give
notice of the intention not to extend the Term [in writing] at least [90
days] prior to each such anniversary date.
Termination of Employment
Termination Upon Disability (100%)
Termination by the Company Without Cause(100%)
Termination by the Company For Cause (97%)
Termination Upon a Change in Control (73%)
Termination Upon Death (64%)
Termination by the Executive Without Good Reason (50%)
Termination by the Executive For Good Reason(39%)
Notice of Termination (35%)
Date of Termination (27%)
Termination Upon Retirement (9%)
Effect on Other Amounts (10%)
Nature of Payments (5%)
Other Benefits (3%)
Timing of Payments (2%)
14. Termination of Employment
(a) Termination Upon Death. This Agreement
shall terminate automatically upon the death of the Executive.
(b) Automatic Termination Upon
Disability. This Agreement shall terminate automatically upon Total
Disability of the Executive.
Total Disability. Total Disability means
the Executive is unable to perform the duties set forth in this Agreement for
a period of [twelve consecutive weeks], or  cumulative business days in
[any 12-month] period, as a result of physical or mental illness or loss of
(c) Termination Upon Retirement. The Executive may
voluntarily terminate this Agreement at any time by reason of
Retirement. Retirement is the
cessation by Executive of all full-time employment of any kind.
(d) Termination by the Company
For Cause. The Company shall have the right to terminate Executive's
employment under this Agreement at any time for Cause, which termination
shall be effective immediately. Termination for "Cause" shall
include termination for:
material breach of this Agreement by Executive;
intentional nonperformance or misperformance of such duties, or
refusal to abide by or comply with the reasonable directives of his superior
officers, or the Corporation's policies and procedures;
Executive's gross negligence in the performance of his material
duties under this Agreement;
Executive's willful dishonesty, fraud or misconduct with respect
to the business or affairs of the Corporation, that in the reasonable
judgment of the President and/or the Board of Directors materially and adversely
affects the Corporation;
Executive's conviction of, or a plea of nolo contendere to, a
felony or other crime involving moral turpitude; or
the commission of any act in direct or indirect competition with
or materially detrimental to the best interests of Corporation that is in
breach of Executive s fiduciary duties of care, loyalty and good faith to
Cause will not, however, include
any actions or circumstances constituting Cause under (i) or (ii) above if
Executive cures such actions or circumstances within [30 days] of receipt of
written notice from Corporation setting forth the actions or circumstances
constituting Cause. In the event Executive's employment under this Agreement
is terminated for Cause, Executive shall thereafter have no right to receive
compensation or other benefits under this Agreement.
(e) Termination by the Company
Without Cause. The Company may [, upon a [majority] vote of the Board of
Directors,] terminate the Executive's employment under this Agreement without
Cause at any time upon [90 days] prior [written] notice to the Executive.
(f) Termination Upon a Change in
Control. If the Executive's employment is terminated by the Company
without Cause or by the Executive for Good Reason in connection with or
within [one year/two years] after Change in Control, the Executive shall be
entitled to Severance Benefits as stated in the Termination Benefits section.
(g) Change in Control. For purposes of
this Agreement, unless the Board determines otherwise, a Change of Control of
the Company shall be deemed to have occurred at such time as:
any person (as the term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act)) is or
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of voting securities of the Company
representing more than 50% of the Company s outstanding voting securities or
rights to acquire such securities except for any voting securities issued or
purchased under any employee benefit plan of the Company or its subsidiaries;
any sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all of the assets of the
a plan of liquidation of the Company or an agreement for the
sale or liquidation of the Company is approved and completed; or
the Board determines in its sole discretion that a Change in
Control has occurred, whether or not any event described above has occurred
or is contemplated.
(h) Termination by the Executive
for Good Reason. The Executive may terminate his employment under
this Agreement for Good Reason, in which case the Executive shall be entitled
to Severance Benefits as stated in the Termination Benefits section. For
purposes of this Agreement, "Good Reason" shall mean the occurrence
of any of the following events without the Executive's written consent:
a material diminution of the Executive's title, authority,
status, duties or responsibilities;
any reduction in the Executive's Base Salary;
a material breach by the Company of this Agreement; or
the Company requires Executive to locate his office to a
location more than [fifty miles] outside of the [metropolitan area of the
Executive's home city].
(i) Termination by the Executive
Without Good Reason. The Executive may terminate his employment under this
Agreement at any time for any reason or no reason by giving the Company [30
days] prior written notice of the termination. Following any such notice, the
Company may reduce or remove any and all of Executive s duties, positions and
titles with the Company, and any such reduction or removal shall not
constitute Good Reason.
(j) Notice Requirements. Any Termination by
the Company for Cause, or by Executive for Good Reason, shall be communicated
by Notice of Termination to the other party hereto given in accordance with
the Notice section of this Agreement. For purposes of this Agreement, a
"Notice of Termination" means a written notice which:
indicates the specific termination provision in this Agreement
to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated and
if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date.
The failure by Executive or the
Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any
right of Executive or the Company, respectively, hereunder or preclude
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing Executive's or the Company's rights hereunder.
(k) Date of Termination. "Date of
if the Executive's employment is Terminated by the Company for
Cause, or by the Executive for Good Reason, the date of receipt of the Notice
of Termination or any later date specified therein, as the case may be,
if the Executive's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be the date on
which the Company notifies the Executive of such termination and
if the Executive's employment is terminated by reason of death,
Retirement or Disability, the Date of Termination shall be the date of death
or Retirement of the Executive or the Disability Effective Date, as the case
(l) Release. Notwithstanding
anything in the Severance Benefits section to the contrary, in no event shall
the Executive be entitled to receive any amounts, rights or benefits under
the Severance Benefits section unless the Executive executes a release of claims
against the Company in form and substance as set forth in [the attached
Compensation Upon Termination
For Cause; Without Good Reason
Without Cause; For Good Reason
Excess Parachute Payments
15. Compensation Upon
(a) Accrued Obligations. "Accrued
Obligations" shall mean, as of the Date of Termination, the sum of:
the Executive's base salary under this Agreement through the
Date of Termination to the extent not theretofore paid,
the amount of any deferred compensation and other cash
compensation accrued by the Executive as of the Date of Termination to the
extent not theretofore paid,
any vacation pay, expense reimbursements and other cash
entitlements accrued by the Executive as of the Date of Termination to the extent
not theretofore paid,
any grants and awards vested or accrued under any equity-based
incentive compensation plan or program and
all other benefits which have accrued as of the Date of
Termination. [For the purpose of this definition, except as provided in the
applicable plan, program or policy, amounts shall be deemed to accrue ratably
over the period during which they are earned, but no discretionary
compensation shall be deemed earned or accrued until it is specifically
approved by the Board in accordance with the applicable plan, program or
With respect to the provision of
Other Benefits, the term Other Benefits as utilized in this Section shall
include, without limitation, and Executive shall be entitled after the
Disability Effective Date to receive.
(b) Other Benefits. "Other
Benefits" shall mean, as of the Date of Termination, an amount equal to
[three times] the sum of (i) the Executive's then-current annual base salary,
plus (ii) the [average of the sum of the][highest] bonus amounts earned by
the Executive during the Employment Period.
(c) Additional Compensation. "Additional
Compensation" shall mean, as of the Date of Termination, an amount equal
to [three times] the sum of (i) the Executive's then-current annual base
salary, plus (ii) the [average of the sum of the][highest] bonus amounts
earned by the Executive during the Employment Period.
(d) Cause; Without Good Reason. If the Executive's
employment is terminated By the Company For Cause or By the Executive Without
Good Reason during the Employment Period, the Company shall provide to the
Executive the Accrued Obligations and Other Benefits, and shall have no other
severance obligations under this agreement. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within [30
days] of the Date of Termination.
(e) Without Cause; With Good
the Executive's employment is terminated By the Company Without Cause or By
the Executive With Good Reason during the Employment Period, the Company
shall provide to the Executive the Accrued Obligations, Other Benefits, and
Additional Compensation as described above. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within [30
days] of the Date of Termination and all Additional Compensation shall be
payable in substantially equal monthly installments for a period of [36
months] (the "Severance Period") in accordance with the Company's
regular payroll practices.
(f) Death, Disability or Retirement. If Executive s employment is
terminated by reason of Executive’s death, Disability or Retirement, the
Company shall pay to the Executive (or the Executive’s estate or
beneficiaries) the Accrued Obligations and Other Benefits. In such case, all
Accrued Obligations shall be paid to the Executive in a lump sum in cash
within [30 days] of Executive’s death, Disability or Retirement.
of Payments. Any amounts due under this Section are in the nature of
severance payments considered to be reasonable by the Company and are not in
the nature of a penalty.
16. Indemnification. The Company shall
indemnify the Executive, to the maximum extent permitted by applicable law
[and by its certificate of incorporation], against all costs, charges and
expenses incurred or sustained by the Executive in connection with any
action, suit or proceeding to which he may be made a party by reason of being
an officer, director or employee of the Company or of any subsidiary or
affiliate of the Company or any other corporation for which the Executive
serves [in good faith] as an officer, director, or employee at the Company's
Governing Law (84%)
Entire Agreement (78%)
Arbitration and Dispute
Attorneys Fees (33%)
Injunctive Relief (32%)
Binding Agreement (23%)
Section 409A of the
(a) Entire Agreement. This Agreement
constitutes the entire agreement between the parties, and supersedes all
prior agreements, representations and understandings of the parties, written
(b) Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the same
(c) Amendment. This Agreement may be amended
only by written agreement of the parties.
(d) Notices. All notices permitted or required
under this Agreement shall be in writing and shall be delivered in person or
mailed by first class, registered or certified mail, postage prepaid, to the
address of the party specified in this Agreement or such other address as
either party may specify in writing. Such notice shall be deemed to have been
given upon receipt.
(e) Assignment. This Agreement shall not be
assigned by either party without the consent of the other party.
(f) Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of
[________], without regard to its conflict of laws rules.
(g) No Waiver of Rights. A failure or delay in exercising any
right, power or privilege in respect of this Agreement will not be presumed
to operate as a waiver, and a single or partial exercise of any right, power
or privilege will not be presumed to preclude any subsequent or further
exercise, of that right, power or privilege or the exercise of any other
right, power or privilege.