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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."
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
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
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
Financial Services
Technology
Manufacturing
Healthcare
Energy
Mining
Retail
Professional Services
Telecommunications
Real Estate
Consumer Goods
Transportation
Media & Entertainment
Biotechnology
Construction
Human Resources
Legal
Finance
Compensation & Benefits
Corporate Governance
Board Secretariat
Compliance
Tax
Internal Audit
Risk Management
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
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