Executive Employment Agreement Checklist
C-level employment agreements have 12-15 critical clauses that determine downside protection and upside capture. This checklist scores your agreement across the 8 highest-impact terms — flagging gaps before signing.
Severance Standards By Level
CEO: 18-24 months base + target bonus. Other C-level: 12-18 months. SVP: 9-12 months. VP: 6-9 months. Standard practice is 'salary continuation' rather than lump sum to manage tax cliff. Negotiated severance is significantly higher than at-will defaults.
Change-in-Control Protection
Double-trigger acceleration (job loss within 12 months of CIC + the CIC event itself) is market for VP and above. Single-trigger (CIC alone vests all equity) is more common at founder/early-employee level but disfavoured by acquirers (gives executives windfall to leave).
Indemnification + D&O
Indemnification: company defends and pays liability for acts within scope of employment. D&O insurance: dollar coverage for claims. Both are essential because lawsuits against directors and officers are routine in M&A or distressed scenarios. Negotiate claims-made tail coverage of 6+ years post-departure.
Source: NACD Director Compensation Survey; Pay Governance executive employment agreement benchmarks. Last updated: May 2026.