Executive Employment Agreement Checklist: What Every Leader Should Look for Before Signing

Reaching an executive role often feels like the finish line. However, the paperwork that comes with it can shape your future just as much as the job itself. The executive employment agreement the company asked you to sign can affect your pay, authority, and options if the role does not work out. 

Many executives want examples or templates to understand what these agreements include. But even standard-looking contracts can contain terms that carry long-term consequences.

This article provides a practical executive employment agreement checklist to help leaders understand what to review before signing. We’ll discuss the terms that often warrant closer attention and why relying solely on sample agreements can be risky.

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What Is an Executive Employment Agreement?

An executive employment agreement is a written contract that defines the terms of employment for senior leaders. It typically covers compensation, duties, length of employment, and what happens if either party ends the relationship.

In Massachusetts, these agreements interact with state contract and employment laws. Because they often control how a role begins and ends, careful review is essential.

Executive Employment Agreement Checklist: Key Terms to Review

While every agreement differs, most executive contracts share core sections. Reviewing each area helps clarify expectations and identify risks early.

Key provisions to review include:

  • Compensation and incentives. This section explains salary, bonuses, equity awards, and performance conditions. It should clarify timing and what happens if employment ends mid-year.
  • Duties and authority. The agreement should clearly describe your role, reporting structure, and decision-making authority.
  • Term and termination. This section outlines the duration of the agreement and explains how either party may terminate it, including the process for termination for cause or without cause.
  • Severance terms. Severance provisions define pay and benefits after termination.
  • Restrictive covenants. Non-compete, non-solicitation, and confidentiality clauses may limit future opportunities. Massachusetts law places limits on non-competes.

Reviewing these sections together helps reveal how the agreement functions as a whole.

How to Build Your Own Executive Employment Agreement Checklist

The above general checklist can provide a starting point for understanding some basic requirements. To individualize it, ensure it reflects your role, industry, and goals.

Creating a personalized checklist often involves identifying key risks and reviewing company policies. You’ll also want to decide which terms matter most to your long-term career plans. This approach helps prioritize negotiations rather than treating each clause equally. Working with a lawyer can help you protect the needs and goals you identify.

Why a Free Executive Employment Agreement May Fall Short

Many executives may use a free executive employment agreement online to see how these contracts are structured. Templates can help explain standard sections. However, they don’t account for your specific role, industry, or your employer’s priorities.

A generic agreement may miss important details about equity, severance, or post-employment restrictions. These gaps often become clear only after a problem arises. Knowing what a strong agreement should include helps executives decide whether a template actually fits their situation.

Work with a Lawyer Before You Sign

An executive employment agreement can shape your compensation, authority, and career options long after you sign it. A lawyer helps you understand how the deal works in your specific situation. This perspective is important because small details can have long-term consequences under Massachusetts law.

A lawyer can help by:

  • Reviewing key terms—explaining how compensation, severance, and termination provisions operate;
  • Identifying hidden risks—spotting clauses that limit flexibility or create unexpected obligations;
  • Evaluating leverage—assessing which terms an employer may be willing to modify based on role, timing, and market norms;
  • Clarifying legal impact—explaining how Massachusetts employment laws affect enforceability; and
  • Identifying and negotiating key terms—advocating for changes to provisions that affect compensation, severance, and post-employment restrictions before signing.

A lawyer can also review the agreement for provisions that raise concerns under state or federal law. These may include discriminatory terms, violations of employment statutes, or overly restrictive clauses.

Working with a executive employment lawyer gives you a clearer picture of what you are agreeing to, so you can move forward with confidence instead of uncertainty.

How Berluti McLaughlin & Kutchin, LLP, Can Help

Reviewing an executive employment agreement often requires more than comparing it to a template. These agreements involve complex contract and employment law issues. They typically reflect the employer’s priorities and risk tolerance, not just standard terms. 

A careful review of the agreement examines how all parts work together and how they may apply in your situation. It also helps executives identify risks and understand how the contract may affect their pay, authority, and career options over time.

Berluti McLaughlin & Kutchin, LLP, has worked with Boston executives for decades on employment contracts, negotiations, and disputes. We are well-versed in Massachusetts employment law and have experience negotiating high-level agreements across various industries.

The firm holds an AV Preeminent rating from Martindale-Hubbell. We’ve also earned recognition from Best Lawyers and Super Lawyers for our labor, employment, and commercial litigation work.

Contact our office today to learn how BMK can help protect your professional future.

Practicing Attorney’s

Robert Berluti

John McLaughlin

Kerry Northup

Michael Bednarz

Brendan Cooke

Frequently Asked Questions

What Should Be Included in an Executive Employment Agreement?

An executive employment contract typically covers compensation, duties, term of employment, termination rights, severance, and restrictive covenants. The exact terms depend on the role and industry.

How Does an Executive Employment Agreement Protect Both the Employer and the Executive?

The agreement sets clear expectations and obligations for both sides. It protects business interests while giving executives defined compensation and exit terms. With legal support, executives can also advocate for more favorable terms that reflect their role and long-term goals.

How Do I Create an Executive Employment Agreement Checklist?

Start by listing core sections such as compensation, termination, and restrictions. Then tailor the checklist to your role, goals, and risk tolerance.

What Are Common Negotiation Points in an Executive Employment Agreement?

Many executives assume only salary is negotiable, but other terms often remain open to discussion. Executives often negotiate severance terms, incentive treatment, and the scope of restrictive covenants. These provisions can shape post-employment options.

Where Can I Find a Free Executive Employment Agreement Template?

Free templates are widely available online and can help illustrate structure. Be aware that they do not account for individual circumstances or Massachusetts law. Reviewing templates helps avoid general misunderstandings, but should not be relied upon fully.

What’s the difference between a “single trigger” and “double trigger” change-of-control provision?

A single trigger provision gives an executive accelerated vesting or severance benefits as soon as a change of control happens, like a merger or acquisition, regardless of what happens to their job afterward. A double trigger requires both the change of control and a qualifying termination, like being let go or having your role significantly changed, before those benefits kick in. Double trigger provisions are more common today and are generally viewed as more balanced for both sides.

What does a “Section 280G gross-up” mean, and why does it matter in a change-of-control scenario?

Section 280G of the tax code can impose steep excise taxes and lost deductions when executive payments tied to a change of control exceed certain thresholds. A gross-up provision has the company cover that extra tax burden so the executive receives the full benefit they were promised. These provisions have become less common in recent years, with many companies opting instead for a “cutback” that simply reduces payments below the taxable threshold.

What’s the difference between being terminated “for cause” versus “without cause,” and why does it matter for severance?

Being terminated “for cause” typically means you did something specific the agreement defines as serious misconduct, like fraud or a major policy violation, and it usually eliminates or sharply limits severance and other post-employment benefits. A termination “without cause” means the company is ending the relationship for other reasons, and it typically triggers the severance and benefits the agreement promises. How narrowly or broadly “cause” is defined in your specific agreement can make a significant financial difference.

Should equity compensation like stock options or RSUs be included in an executive employment agreement, or handled separately?

For many executives, equity is the most valuable part of the overall compensation package, so it’s worth addressing directly in the employment agreement rather than leaving it entirely to a separate equity plan document. The agreement should specify what happens to unvested equity if you’re terminated, whether vesting accelerates on a change of control, and how any equity grants interact with the company’s broader stock plan.

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