What the contract actually determines
The termination clause is the single most consequential provision. It can define your entitlement on exit and, in Canada, can limit what would otherwise be substantial common-law reasonable notice — though clauses that fail to meet statutory minimums can be unenforceable entirely.
Also scrutinize 'good reason' or constructive-dismissal language, the definition of cause, and how bonus is treated on departure. A bonus described as discretionary but paid consistently for years is frequently contested successfully.
Equity and deferred compensation
This is where most executive value is won or lost. Check vesting schedules, what happens to unvested awards on termination without cause versus resignation, treatment on change of control, whether acceleration is single or double trigger, and any post-termination exercise window.
Plan documents usually govern over the employment agreement, and they are often not provided unless requested. Ask for them before signing, and again at exit — the interaction between the two documents is where disputes originate.
Restrictive covenants across jurisdictions
Non-competes, non-solicits and confidentiality obligations follow you. Enforceability varies substantially by jurisdiction — some places restrict non-competes heavily while others enforce reasonable ones — so a covenant's practical force depends on where you are and where you go next.
Negotiate scope, duration and geography rather than accepting boilerplate, and be careful about garden-leave or notice provisions that restrict you while you are still nominally employed.
Managing an exit
Executive exits are usually negotiated packages, not lawsuits. Leverage comes from the contract, the equity position, the circumstances of departure, and reputational and regulatory considerations for the company.
Do not sign a release quickly — it is final, and it typically covers claims you may not have valued yet, including equity and bonus. Where discrimination, whistleblowing or retaliation is in play, those follow separate routes with their own short deadlines and materially change the negotiation.
Frequently asked questions
- Is my termination clause enforceable?
- It depends on the wording and jurisdiction. In Canada, clauses that fail to meet employment-standards minimums can be struck entirely, restoring common-law reasonable notice — which is often far greater.
- What happens to my unvested equity if I'm terminated?
- The plan documents govern, and treatment differs sharply between termination without cause, resignation and change of control. Request the plan documents, not just the grant summary.
- Are executive non-competes enforceable?
- It varies significantly by jurisdiction. Some restrict them heavily; others enforce reasonable ones. Scope, duration and geography are negotiable.
- Should I litigate or negotiate?
- Executive matters are usually resolved by negotiation, which protects confidentiality and reputation on both sides. Litigation is leverage of last resort.
This guide is general information, not legal advice. Laws, costs, and procedures vary by state, province, and your specific situation — speak with a qualified employment law lawyer about your circumstances before acting.