Executive Employment Agreements

Structuring Termination, Restrictive Covenant and Clawback Provisions

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, June 11, 2013

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Course Materials

This CLE course will provide practitioners with an examination of three critical provisions of an executive employment agreement: clawbacks, restrictive covenants and termination of employment. The panel will outline best practices for counsel on both sides to draft and negotiate effective provisions.


The termination clause is one of the more vigorously negotiated provisions of executive employment agreements. Both parties have equal incentive to ensure that this provision unambiguously provides the maximum protection for their side and minimizes post-employment disputes.

Practitioners drafting executive contracts wrestle with the scope and breadth of effective restrictive covenants for high-ranking employees. Approaches that counsel can use include forfeiture-for-competition provisions that may be viewed more favorably by a court.

The SEC has scored some recent victories with executive compensation clawbacks under SOX. While its regulations implementing Dodd-Frank clawback mandates are on hold, with shareholder criticism and litigation over compensation policies, the absence of a clawback policy can negatively impact companies.

Listen as our experienced panel of executive compensation practitioners discusses best practices for drafting and negotiating termination provisions, restrictive covenants and clawback agreements in executive employment agreements.



  1. Termination provisions
    1. Termination after change of control
    2. Severance considerations
  2. Restrictive covenant provisions
    1. Scope and breadth
    2. Drafting pitfalls
    3. Enforcement problems
    4. Alternative strategies
  3. Executive clawback provisions
    1. SEC actions under SOX Section 304
    2. Dodd-Frank clawback mandates and regulatory initiatives
    3. Best practices for drafting clawback policies and agreements


The panel will review these and other key questions:

  • What are best practices in drafting termination provisions that minimize post-employment disputes?
  • What are the most effective restrictive covenant provisions to maximize enforceability?
  • How do the Dodd-Frank clawback mandates differ from clawback provisions under SOX Section 304?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Rattner, Andrea
Andrea S. Rattner

Proskauer Rose

Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other...  |  Read More

Mina Amir-Mokri
Mina Amir-Mokri

Edwards Wildman Palmer

In her employee benefits and executive compensation practice, she has represented executives, public and private...  |  Read More

Austin S. Lilling
Austin S. Lilling

Senior Counsel
Akin Gump Strauss Hauer & Feld

Mr. Lilling's practice focuses on issues related to design, implementation and administration of employee benefit...  |  Read More

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