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Executive Compensation Agreement Template for Canada

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Key Requirements PROMPT example:

Executive Compensation Agreement

"I need an Executive Compensation Agreement for our new CFO of a publicly-traded technology company in Toronto, starting March 1, 2025, with emphasis on equity compensation and change-of-control provisions, compliant with TSX listing requirements."

Document background
The Executive Compensation Agreement serves as a crucial document for establishing and maintaining clear terms of employment for senior corporate leaders in Canadian organizations. This agreement is typically used when hiring new executives or formalizing arrangements with existing senior leaders, providing a detailed framework for compensation, performance expectations, and employment terms. The document must comply with Canadian federal and provincial regulations, including tax laws, securities regulations (for public companies), and employment standards. It encompasses various compensation elements such as base salary, bonuses, equity compensation, benefits, and termination provisions, while also addressing confidentiality and restrictive covenants. The agreement is particularly important for risk management, corporate governance, and ensuring alignment between executive and shareholder interests.
Suggested Sections

1. Parties: Identification of the company and the executive, including their legal names and addresses

2. Background: Context of the agreement, including the executive's role and general purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including compensation-related terminology

4. Term and Position: Duration of the agreement and detailed description of the executive's role, responsibilities, and reporting relationships

5. Base Salary: Details of the executive's base compensation, including review periods and adjustment mechanisms

6. Annual Bonus: Structure of performance-based bonuses, including targets, metrics, and payment terms

7. Long-Term Incentives: Details of equity-based compensation, including stock options, RSUs, or other long-term incentive plans

8. Benefits and Perquisites: Description of health benefits, insurance, retirement plans, and executive perquisites

9. Expenses: Terms for business expense reimbursement and any expense allowances

10. Vacation and Leave: Vacation entitlement and other authorized leave provisions

11. Termination Provisions: Circumstances and terms for termination, including with/without cause, resignation, and death/disability

12. Severance: Compensation and benefits payable upon various termination scenarios

13. Confidentiality: Protection of company confidential information and trade secrets

14. Restrictive Covenants: Non-competition, non-solicitation, and other post-employment restrictions

15. Governing Law: Applicable law and jurisdiction for dispute resolution

16. General Provisions: Standard contract clauses including amendment process, severability, and entire agreement

Optional Sections

1. Change of Control: Provisions triggered by company ownership changes, recommended for public companies or those considering M&A

2. Clawback Provisions: Terms for recovering compensation in cases of financial restatement or misconduct, essential for public companies

3. Internal Revenue Compliance: Specific tax-related provisions, particularly important for cross-border executives

4. Board Service: Terms related to board membership, if the executive will serve as a director

5. Intellectual Property: IP assignment provisions, particularly important for technology companies or R&D roles

6. Indemnification: Protection against legal claims, often included for senior executives with significant decision-making authority

7. Performance Metrics: Detailed performance evaluation criteria, useful for companies with complex bonus structures

8. Signing Bonus: Terms of any one-time signing or commencement payments

9. Relocation: Terms related to relocation assistance, if the executive needs to relocate

Suggested Schedules

1. Schedule A - Compensation Summary: Detailed breakdown of all compensation components and values

2. Schedule B - Annual Bonus Calculation: Specific formula and metrics for calculating annual bonus

3. Schedule C - Long-Term Incentive Terms: Detailed terms of equity-based compensation plans

4. Schedule D - Benefits Package: Comprehensive list of benefits and perquisites

5. Schedule E - Performance Metrics: Detailed performance evaluation criteria and targets

6. Appendix 1 - Stock Option Agreement: Standard form of stock option agreement, if applicable

7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements

8. Appendix 3 - Restrictive Covenant Terms: Detailed terms of non-compete and non-solicitation provisions

Authors

Alex Denne

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

Relevant legal definitions

















































Clauses















































Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Mining

Retail

Professional Services

Telecommunications

Real Estate

Consumer Goods

Transportation

Media & Entertainment

Biotechnology

Construction

Relevant Teams

Human Resources

Legal

Finance

Compensation & Benefits

Corporate Governance

Board Secretariat

Compliance

Tax

Internal Audit

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Chief Human Resources Officer

Executive Vice President

Senior Vice President

Division President

Managing Director

General Manager

Regional Director

Country Manager

Business Unit Head

Executive Director

Industries










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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