Executive Employment Agreement
(Pro-employer)

Summary

This template is an executive employment agreement between an employer and executive. The agreement contains most of the features that would typically be covered in an executive employment agreement but is weighted in the employer's favor. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template is non-jurisdictional and should be tailored to suit the relevant circumstances of the agreement, including consideration of relevant state or local employment law issues. This executive employment agreement binds the executive to arbitration and contains a number of pro-employer restrictive covenants on the executive, including non-solicitation, non-disclosure, non-disparagement, and proprietary information restrictive covenants. Note that recent Federal Trade Commission rules will generally prohibit non-competition clauses when they become effective as of September 4, 2024 (although existing non-competes with senior executives will remain enforceable). See Drafting Note to Section for more information. For a full listing of key content that can be used by in-house counsel to develop, revise, and implement a company's employee and third-party-related policies, see In-House Company Policies Resource Kit. For a full listing of related ancillary agreement content, see Ancillary Agreements in M&A Transactions Resource Kit. For an executive-friendly agreement, see Executive Employment Agreement (Pro-executive). For additional guidance, see the Executive Employment Agreement Resource Kit, which includes the practice notes Executive Employment Agreement Negotiation and Drafting (Pro-employer), Executive Employment Agreement Negotiation and Drafting (Pro-executive), and Executive Employment Agreement Insights: From High Stakes to Competing Interests. See also the related templates Executive Employment Agreement Term Sheet, Executive Offer Letter, and Section 280G Resource Kit. For video guidance on employment agreements and offer letters, see Employment Agreements and Offer Letters (Non-Executive Employees) Part I Video and Employment Agreements and Offer Letters (Non-Executive Employees) Part II Video. To compare state and federal laws on restrictive covenants and terminations in employment agreements, see the Employee Benefits & Executive Compensation State Law Comparison Tool. For a full listing of key content covering recruiting, screening, testing, hiring, and onboarding, see Screening and Hiring Resource Kit. For a practice note and chart that summarizes and describes market trends and key terms found within a sample of executive employment agreements entered into by public companies during the first quarter of 2023, see Market Trends 1Q 2023: Executive Employment Agreements. For this review, we used Market Standards—Employment Agreements to identify employment agreements filed by public and reporting companies with market capitalizations of at least $250 million during the first quarter of 2023. Click here to access employment agreements on Market Standards. For a full listing of key content covering executive employee agreement considerations, see Executive Employment Agreement Resource Kit. Executive Employment Agreement Precedents You can find precedents of executive employment agreements with Market Standards–Employment Agreements, the searchable database from Practical Guidance of publicly filed executive employment agreements that enables users to search, compare, and analyze over 8,600 agreements, dated from 2017 to the present, using approximately 75 detailed deal points to filter search results. For more information on Market Standards–Employment Agreements coverage, click here. Following are Market Standards links to the results page for recently filed agreements and the information/agreement page for selected agreements: • Results page for covered agreements filed with the SEC within the last 60 days • Lineage, Inc. CEO (April 17, 2025) • Insulet Corporation, CEO (April 28, 2025) • Open Lending Corporation, CEO (March 31, 2025) • NeoGenomics Laboratories, Inc., CEO (April 1, 2025) • Madison Square Garden Entertainment, CFO (April 7, 2025) • ADT LLC, COO (March 18, 2025) • NASDAQ Inc. CTO (March 10, 2025)