Attorney for the Negotiated Exit of an Executive

An executive exit is not a termination that happens to involve a bigger number. It is a transaction. Both sides have something the other needs: the company needs a quiet departure, a signed release, a clean transition, and continued cooperation in matters only you understand; you need money that is already largely earned, equity that is already largely vested, protection against being blamed later, and the ability to work again in the only industry you know. The negotiation is about which of those things each side gives up first.

The mistake that costs the most is treating the conversation as a severance review. Severance is one line in an executive exit. The larger numbers are usually somewhere else: unvested equity and its acceleration terms, a post-termination option exercise window that closes in ninety days, a deferred compensation balance governed by a tax rule that punishes renegotiation, a bonus conditioned on employment through a payment date three weeks away, and an indemnification right that is worth more than the entire cash package if a regulator or a shareholder ever asks about your tenure.

This page is for C-suite officers, general counsel, presidents, managing directors, partners, division heads, founders being transitioned out of their own companies, and board members leaving with them, in New York City and the surrounding counties. It covers the exit negotiated before anyone files anything, which is how the overwhelming majority of these end. If you are reviewing a standard package without equity or an employment agreement, our page on severance agreements is the better starting point. If you have already been terminated in circumstances you believe were unlawful, see wrongful termination. For the executive relationship as a whole, from the offer letter forward, see our page for executives in New York City.

What Makes an Executive Exit Different

• You have a written agreement, and it is the whole battlefield. Most employees are at-will with nothing to interpret. You have an employment agreement, an equity plan, individual grant agreements, a bonus plan, possibly a deferred compensation or SERP document, an indemnification agreement, and a set of restrictive covenants, often drafted in different years by different lawyers, and often inconsistent with each other. Inconsistency is leverage.
• Your compensation is mostly contingent. Base salary is the smallest component and the least contested. Everything else turns on definitions.
• You owe fiduciary duties. An officer's duty of loyalty runs until the last day, and in New York the consequences of breaching it during the exit are severe enough to swallow the package entirely.
• Your departure is disclosed. To the market, to a regulator, to a licensing body, to your industry, and the wording of that disclosure is negotiable, which most departing executives never realize until it has already gone out.
• The company is represented and is thinking about precedent. A board will pay more to avoid a public fight than to avoid a private one, and will resist terms that other executives will ask for next year. Understanding which of your asks are precedential and which are one-offs determines what you can actually get.

The Two Definitions That Decide Everything

Before anything else, before the number, before the announcement, before the release, read the definitions of Cause and Good Reason in your employment agreement, and then read them again in the equity plan and in each grant agreement, because they are frequently not the same. Almost every dollar in the negotiation is downstream of these two clauses.

Cause

A for-cause termination generally means no severance, no bonus, forfeiture of unvested equity, and in aggressive plans forfeiture or repurchase of vested equity as well. So the first question is not whether the company can terminate you (it can), but whether it can characterize the termination as for cause. Look for:

• Whether the standard is objective. "Conviction of a felony" is objective. "Conduct materially detrimental to the Company" is an invitation. Narrow definitions are worth negotiating into the agreement while you are still being hired; if you are already at the exit, the breadth of the clause tells you how much room the company has.
• Notice and cure. Many definitions require written notice specifying the conduct and a cure period of fifteen or thirty days for anything curable. Companies skip this constantly. A cause termination executed without the contractual notice and cure is frequently converted into a without-cause termination in negotiation, which is the single most valuable outcome available in these matters, because it flips severance, acceleration, and continued benefits all at once.
• Who decides, and by what vote. Better agreements require a resolution of the full board adopted by a supermajority, after notice to the executive and an opportunity to be heard with counsel. If your agreement has that provision and the board did not follow it, say so early and in writing.
• Whether "cause" can be found retroactively. Some agreements let the company reclassify a without-cause termination as for-cause if grounds are discovered later, and claw back what it paid. This clause matters enormously if anything unresolved exists in your tenure, and it should be time-limited and tied to a defined standard.

Good Reason

Good Reason is your constructive-discharge trigger: if the company reduces your compensation, materially diminishes your duties, changes your reporting line, or relocates you beyond a stated radius, you may resign and be treated as terminated without cause. It is what prevents a company from making the job intolerable rather than paying to end it.

Good Reason clauses are procedural traps. The standard formulation, which matches the safe harbor at Treas. Reg. § 1.409A-1(n)(2), requires you to give written notice of the condition within a defined period, usually 90 days of its initial existence, allow the company at least 30 days to cure, and then actually resign within a further defined window. Miss any of those steps and the trigger is gone, along with the severance it would have produced. Executives lose Good Reason far more often by waiting than by being wrong about the merits.

Resignation, and Why the Label Matters

Companies routinely propose that you resign. It is not automatically a bad deal, but it is never free. Resignation can eliminate severance, forfeit unvested awards, disqualify you from a bonus, void a Good Reason claim you already had, and affect unemployment eligibility. If you resign, the separation agreement must state expressly that the resignation is treated as a termination without cause for all purposes under the employment agreement, the equity plan, and each grant. That single sentence is often worth more than the additional month of pay a departing executive spends the negotiation arguing about.

Equity Is Usually the Largest Number in the Room

Vested, Unvested, and Acceleration

Start with a schedule: every grant, grant date, type, quantity, strike price, vesting start, current vested amount, and the exact vesting treatment on each type of termination. Build it from the grant agreements, not from the equity administration portal, which reflects the administrator's default assumptions rather than your contract.

Then identify what is realistically obtainable. Full acceleration of unvested awards is rare outside a change in control. What is commonly achievable is partial: crediting the next vesting tranche, treating you as employed through a near-term vesting date, pro-rating a performance award for the portion of the period served, or continuing vesting through a consulting or advisory period. Where your award has double-trigger change-in-control acceleration and a transaction is in progress or foreseeable, the timing of your exit relative to the closing is itself a negotiable term, and it can be the largest single item in the deal.

The Post-Termination Exercise Window

This is the deadline departing executives miss most often. Option plans typically give you 90 days after separation to exercise vested options, after which they expire. Not lapse into something else; expire. Two consequences follow. First, you may need substantial cash within 90 days to exercise, plus the tax on the spread. Second, an incentive stock option exercised more than three months after separation loses ISO treatment and is taxed as a nonqualified option, so a well-intentioned extension of the exercise window has a tax cost that should be understood rather than discovered. Extending the window is a common and frequently granted ask; ask for it explicitly and in the separation agreement, because a plan administrator will not extend it later.

If you are a public-company insider, add the trading calendar to this analysis. A blackout period, a lockup, or possession of material nonpublic information can make the 90-day window unusable in practice. Section 16(b)'s short-swing profit rule can also reach transactions after you leave, and reporting obligations do not end the day your badge does.

Repurchase Rights and Bad-Leaver Provisions

Private-company equity often comes with a company call right on separation, priced at fair market value, at a formula, or, in bad-leaver scenarios, at cost. Read the call provision and the definition of bad leaver, which frequently incorporates the cause definition by reference and sometimes adds breach of restrictive covenants. This is why a covenant dispute two years after you leave can reach backward into equity you thought was settled. Where a call right exists, negotiate its terms in the exit: the valuation methodology, who selects the appraiser, the payment schedule, and whether interest runs on a deferred purchase price.

If You Are Also an Owner

When the departing executive holds an ownership stake, the exit is two negotiations conducted at once (an employment separation and a buyout), and they must be settled together or the second one becomes litigation. The governing document controls: see our pages on buy-sell agreements, LLC operating agreements, and founder agreements. If you are being pushed out of a closely held company and stripped of salary, distributions, and information rights while your equity is squeezed, that is a distinct claim. See minority shareholder oppression and shareholder disputes. Do not sign a general release that extinguishes ownership claims as a side effect of settling an employment dispute. It happens, and it is not recoverable.

Deferred Compensation and the Section 409A Trap

Nonqualified deferred compensation (a SERP, an elective deferral account, a long-term incentive plan, and often the severance itself) is governed by Internal Revenue Code § 409A, and § 409A punishes exactly the thing an exit negotiation consists of: changing when money is paid. A violation is the executive's problem, not the company's. The consequences are immediate income inclusion of the vested balance, a 20% additional tax, and premium interest, all assessed against you.

Practical rules that shape what you can ask for:

• Do not accelerate or postpone a scheduled payment without confirming an exception applies. "Pay me the deferred balance now instead of over three years" is the most natural request in the negotiation and one of the most dangerous.
• Severance itself may be exempt under the short-term deferral rule or the separation pay exception, which covers amounts up to two times the lesser of your annual compensation or the qualified plan compensation limit, paid by the end of the second year following separation. Structure inside an exception where possible and the entire problem disappears.
• The six-month delay. If you are a specified employee of a public company, deferred compensation payable on separation cannot be paid for six months. This is not negotiable and it changes the cash flow of the deal.
• Release timing. Where a payment is conditioned on a release and the consideration and revocation periods straddle two calendar years, the payment must generally be made in the later year. Companies get this wrong in favor of speed, and it is worth catching.
• "Separation from service" is a defined term. A post-exit consulting arrangement that keeps your services above roughly twenty percent of your prior level can mean no separation from service occurred, and therefore no payment event, which turns a helpful transition arrangement into a tax problem. If you want a consulting tail, it has to be sized deliberately. Our independent contractor agreement page covers how those engagements should be papered.

If the plan is an ERISA top-hat arrangement, there is a second layer: an internal claims procedure you generally must exhaust before suing, a deadline for filing that claim stated in the plan document, and deferential review of the administrator's decision if you end up in court. Missing a plan claims deadline can end a seven-figure claim on procedure. Find that deadline before you do anything else with the plan.

Change in Control: Section 280G

If your exit is connected to a sale or merger, run the golden parachute analysis before agreeing to anything. Where payments contingent on the change in control equal or exceed three times your "base amount" (broadly, your five-year average taxable compensation), the amount above one times the base amount becomes an "excess parachute payment," subject to a 20% excise tax under § 4999 on you and nondeductible to the company under § 280G. The cliff is absolute: a dollar over the threshold taxes the entire excess.

What to do with that: check whether your agreement has a gross-up (increasingly rare), a "best net" cutback that reduces payments if you would be better off after tax, or nothing at all. Confirm which payments are counted, including accelerated equity vesting. For a privately held corporation, the shareholder approval exemption can cleanse the parachute entirely if the required vote is obtained before payment, a step the company must plan for in advance, and one worth raising early because it costs the company little and can be worth a great deal to you.

Clawbacks

Assume incentive compensation is recoverable and negotiate accordingly. Listed companies are required by SEC Rule 10D-1 and the exchange listing standards effective December 1, 2023 to maintain a policy recovering erroneously awarded incentive-based compensation from current and former executive officers following an accounting restatement, looking back three years. Recovery is no-fault. It does not depend on your having done anything wrong. Separately, Sarbanes-Oxley § 304 reaches the CEO and CFO where a restatement results from misconduct, and most companies now maintain discretionary clawback policies broader than either.

The consequence for the exit: a separation agreement cannot waive a mandatory clawback, and a company that promises otherwise is promising something it cannot deliver. What can be negotiated is the discretionary layer: the scope of the company's own policy as applied to you, notice and process before recovery, the source of recovery, and an acknowledgment that recovery is limited to what the law and the listed policy actually require.

Restrictive Covenants on the Way Out

The New York Standard

New York has no statute banning non-competes. A ban passed the legislature in 2023 and was vetoed; similar bills have been reintroduced since. The Federal Trade Commission's national rule was set aside by a federal court in 2024 and is not in effect. Confirm the current state of the law when it matters, but plan on this: your covenant is governed by New York common law, and for a senior executive that law is not particularly friendly.

Under BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999), a covenant is enforceable only to the extent it is reasonable in time and area, necessary to protect a legitimate interest, not harmful to the public, and not unreasonably burdensome. Legitimate interests, under Reed, Roberts Associates v. Strauman, 40 N.Y.2d 303 (1976), are trade secrets, confidential customer information, and services that are truly special or unique. Courts may partially enforce an overbroad covenant rather than strike it. Executives are the group most likely to be found to have unique services and access to protectable information, so the practical question is rarely whether the covenant is valid in the abstract but how narrow a version a court would enforce, and that is what gets negotiated. Our pages on non-compete defense and non-solicitation agreements cover the analysis in detail.

Realistic asks in an exit: reduce the duration; convert a market-wide non-compete into a named-competitor list, which companies accept far more readily than a general release from the covenant; limit customer non-solicits to clients you personally serviced within a defined lookback; carve out general advertising and inbound contacts from the definition of solicitation; and add an express carve-out permitting you to accept a role in a different line of business or a different portfolio company. Where the company is introducing new covenants in the separation agreement (common, and often unnoticed), the severance is the consideration for them, and that is a straight trade you should price rather than absorb.

Forfeiture-for-Competition and the Employee Choice Doctrine

Many executive plans do not prohibit competition; they simply forfeit deferred compensation or equity if you compete. Under the employee choice doctrine recognized in Post v. Merrill Lynch, Pierce, Fenner & Smith, 48 N.Y.2d 84 (1979), New York enforces such a forfeiture without testing it for reasonableness, but only where the employee left voluntarily. Where the employer terminated the employee without cause, the forfeiture is subject to the ordinary reasonableness analysis. Morris v. Schroder Capital Management International, 7 N.Y.3d 616 (2006), extends that to constructive discharge.

This is a concrete reason the characterization of your departure carries financial consequences, entirely apart from severance. An executive who resigns and later competes may forfeit; the same executive terminated without cause may not. Settle the characterization in writing.

Garden Leave and Notice

If your agreement has a notice period, the company may prefer to place you on garden leave (paid, employed, and out of the market) rather than terminate you. That period is fully negotiable and can be genuinely valuable: continued vesting, continued benefits, continued title, and a departure that reads as a transition. It is also a period during which you remain an employee and continue to owe fiduciary duties, which constrains what you may do about your next role.

The Release: What You Must Carve Out

You will sign a general release. The negotiation is over the exceptions, and for an executive the exceptions matter more than the scope.

Indemnification, Advancement, and D&O Coverage

This is the carve-out most often omitted and the one most likely to be needed. You are the person whose name is on the decisions of the last several years. If a shareholder, a regulator, a bankruptcy trustee, or a successor management team examines that period, your exposure does not end with your employment, but a general release drafted to cover "all claims arising out of your employment" can be read to release the company's obligation to indemnify and advance your defense costs.

The separation agreement should expressly preserve: indemnification under the certificate of incorporation, bylaws, and any individual indemnification agreement; advancement of expenses as incurred, which under New York Business Corporation Law § 723 is the provision that actually funds a defense while it is happening; coverage under the D&O policy on the same basis as continuing officers and directors, including Side A coverage; a commitment to maintain coverage or purchase run-off coverage for a stated number of years after any change in control; and the right to receive a copy of the policy. New York's framework appears at BCL §§ 722 through 726; Delaware corporations look to DGCL § 145. If the company will not preserve advancement, that fact tells you something about the exit you are being offered.

Confidentiality and Non-Disparagement Under New York Law

New York regulates these clauses when discrimination, harassment, or retaliation is in the picture. Under General Obligations Law § 5-336 and CPLR 5003-b, confidentiality of the underlying facts must reflect the complainant's preference, memorialized separately, with a consideration period and a seven-day revocation right. The November 2023 amendments make a release unenforceable where the agreement requires the employee to pay liquidated damages for breaching a confidentiality or non-disparagement term, requires forfeiture of all consideration for such a breach, or includes an affirmative statement that the employee was not subjected to unlawful discrimination or retaliation. Agreements built from older templates still contain these terms routinely, and finding one is leverage across the whole document.

Federal law adds constraints. The Speak Out Act limits pre-dispute nondisclosure and non-disparagement clauses covering sexual harassment and assault disputes, and the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act lets a claimant void a pre-dispute arbitration agreement as to those claims. Note that CPLR 7515, New York's prohibition on mandatory arbitration of discrimination claims, has generally been held preempted by the Federal Arbitration Act, so an arbitration clause in your employment agreement will usually be enforced as to other claims.

Whatever the company gets, insist that non-disparagement run both ways, and make the company's obligation meaningful by naming who is bound. An entity cannot speak, and "the Company shall not disparage" without more is close to unenforceable. Bind the board and the named executive team. Then attach the agreed announcement language and the agreed reference response as exhibits, and designate the person who will give the reference.

Protected Reporting

No release can stop you from filing a charge with the EEOC or the New York State Division of Human Rights, from responding to a subpoena, or from communicating with a government agency. SEC Rule 21F-17(a) prohibits impeding communication with the Commission about a possible securities violation, and the SEC has pursued companies over severance language that did exactly that. Confirm the agreement contains a clean protected-rights carve-out, and be aware that a waiver of monetary recovery may reach some claims but cannot reach an SEC whistleblower award.

Public Company Executives: Disclosure Is Part of the Deal

The departure of a principal officer or a director is reportable on Form 8-K under Item 5.02, generally within four business days, and a material new compensatory arrangement with a named executive officer is reportable as well. The separation agreement itself is likely to be filed as an exhibit. The following year's proxy will describe the arrangement again.

Treat all of this as negotiable content, because it is. Ask to review the 8-K language and any press release before filing, and get the agreed wording attached to the separation agreement. There is a meaningful difference between an announcement that says you resigned to pursue other interests, one that says the company and you mutually agreed to a transition, and one that is silent in a way that invites reporters to fill the gap. For a departing director, Item 5.02 also allows a departing director who disagrees with the company to have a letter describing the disagreement furnished with the filing, a right worth understanding before you decide how to handle a contested board exit.

Financial Services: the Form U5

If you are registered, the firm must file a Form U5 within 30 days of termination, and the reason-for-termination narrative and any disclosure questions answered "yes" will follow you to every prospective employer and to BrokerCheck. In New York, statements made by a member firm on a Form U5 are protected by an absolute privilege under Rosenberg v. MetLife, Inc., 8 N.Y.3d 359 (2007), meaning a defamation claim over the language is not available. The practical consequence is that the U5 language must be negotiated before it is filed, because afterward your remedy is a FINRA arbitration seeking expungement, which is slower, public in outcome, and far less certain. Make the agreed U5 language an express term of the separation agreement and get it in writing before you sign anything else.

Loyalty on the Way Out

New York's faithless servant doctrine is the reason executive exits go wrong in ways the executive never anticipated. An employee who is disloyal during employment may be required to forfeit compensation paid during the period of disloyalty. All of it, without regard to whether the employer suffered damages and without offset for work that was performed properly. See Phansalkar v. Andersen Weinroth & Co., 344 F.3d 184 (2d Cir. 2003). Against an executive's compensation, that remedy is enormous, and it is the counterclaim companies reach for when a departing executive sues.

So, before and during the negotiation: do not forward company documents to a personal account, do not download the customer list, do not copy files "for reference," do not use company systems to arrange your next role, and do not begin soliciting colleagues or clients while still employed. If you have already done any of it, say so to your own counsel immediately. It is manageable if disclosed early and nearly always fatal if discovered in a forensic review of your laptop. Expect that review to happen; it is standard. Related issues appear on our trade secret, breach of fiduciary duty, and book of business pages.

Then handle the mechanics of the departure properly. Deliver written resignations from every officer and director position, including subsidiaries and affiliates. Identify bank signature authorities, corporate cards, powers of attorney, and any personal guaranty you signed for the company. A guaranty does not disappear when you leave, and releasing it is a term to negotiate now rather than discover later, as our personal guaranty page explains. Return devices with a documented inventory. Agree in writing on what personal material may be retained from company systems.

Tax and Structuring

• Allocation. Severance is wages, reported on a W-2 and subject to withholding and employment taxes. Amounts allocated to other claims may be reported differently. Allocation must be defensible and reflected consistently in the agreement; an allocation invented at signing to reduce withholding does not survive scrutiny.
• Attorney's fees. Miscellaneous itemized deductions remain unavailable, so fees paid out of a taxable recovery are generally not deductible, with an important exception: an above-the-line deduction is available for fees attributable to claims of unlawful discrimination under IRC § 62(a)(20). Where such claims are genuinely present, how the agreement characterizes the settlement matters to your after-tax result.
• Payment timing across tax years. Splitting payments between December and January can be worth a significant amount, and is usually costless to the company. Coordinate it with the 409A release-timing rule above rather than against it.
• Benefits. COBRA continuation runs 18 months in most cases; the negotiable term is who pays, and for how long. Be skeptical of a promise to simply keep you on the group plan after termination. Plan terms, stop-loss carriers, and nondiscrimination rules often prohibit it, and the promise fails quietly. A COBRA subsidy or a taxable cash equivalent is the version that actually works. Also address life and disability conversion rights, and any executive policy the company owns on your life.
• Unemployment insurance. Under New York Labor Law § 591(6), severance exceeding the maximum weekly benefit rate can disqualify you for the weeks it covers, depending on when the first payment is made relative to your last day of work. For a highly compensated executive this is a minor item, but the structuring is free.
• Residency and allocation. If you worked in New York and will not be a New York resident when payments arrive, how the payments are sourced and allocated affects state tax. Address it before the payment schedule is fixed.

Deadlines

• Good Reason notice: as stated in your agreement, commonly 90 days from the condition arising, with a cure period and a resignation window. Contractual, and strictly applied.
• Post-termination option exercise: typically 90 days from separation. Contractual, and unforgiving.
• OWBPA consideration and revocation: if you are 40 or over, at least 21 days to consider, 45 in a group termination program with the required disclosures, and 7 days to revoke after signing.
• Breach of contract: six years, CPLR 213(2).
• Unpaid wages, including earned incentive compensation: six years, Labor Law § 198(3). Executives are "employees" for Article 6 purposes under Pachter v. Bernard Hodes Group, 10 N.Y.3d 609 (2008), though certain provisions turn on a salary threshold, so the analysis is grant-by-grant.
• Discrimination under the NYSHRL and NYCHRL: three years. An EEOC charge in New York is generally due within 300 days.
• Retaliation under Labor Law § 740: two years, and the statute reaches former employees.
• ERISA top-hat plan claims: the internal deadline in the plan document, which is usually much shorter than any statute and controls in practice.
• Form U5: filed by the firm within 30 days of termination. Your window to influence the language closes before that.
• Contractual limitation periods. Executive agreements increasingly shorten the time to sue to one year and require arbitration. Check for one before you assume six years.

Worked example. A chief operating officer is told in September 2026 that the company is "going in a different direction," and is offered six months' severance if she resigns by September 30. Her agreement defines Good Reason to include a material diminution of duties, which occurred in June when her two direct reports were reassigned, meaning her 90-day notice window closes in September and disappears if she signs a resignation instead of invoking it. She holds vested options expiring 90 days after separation, in December, during a closed trading window. Her unvested restricted stock has a cliff in February 2027. Her deferred compensation balance is payable in installments beginning six months after separation because she is a specified employee. Handled as offered, she resigns, forfeits the February cliff, loses the Good Reason trigger, may be unable to exercise in time, and takes six months of pay. Handled properly, the resignation is documented as a termination without cause, the exit date moves to March or the February tranche is credited, the exercise window is extended to twelve months, and the deferred balance is left on its existing schedule so that nothing is accelerated into a 409A problem. Same company, same budget, materially different outcome.

What to Do Now

1. Do not sign, and do not resign. Not the agreement, not a resignation letter, not an acknowledgment, not an email saying "sounds fine." A resignation sent in the first conversation is the hardest thing in this area to undo.
2. Collect the complete file: employment agreement and all amendments, offer letter, equity plan documents and every grant agreement, bonus and commission plans, deferred compensation or SERP documents and their claims procedures, the indemnification agreement, the D&O policy, the employee handbook, any restrictive covenant signed at any point, and the proposed separation agreement.
3. Save copies of what you are entitled to have: your own compensation documents, and nothing else. Do not touch company systems for anything beyond your ordinary duties.
4. Build the equity and deferred compensation schedule with dates and dollar amounts. Every negotiating decision runs off this document.
5. Diagnose Cause and Good Reason against what has actually happened, and calendar the Good Reason notice deadline immediately if a trigger exists.
6. Determine whether a transaction is pending. If a sale, financing, or restructuring is in progress, timing and 280G change everything, and you may have far more leverage than the conversation suggests.
7. Decide your posture. Counsel advising quietly behind the scenes while you negotiate is often more effective for a senior executive than counsel appearing on the other side of the table, and in a small industry, it preserves relationships you will need. This is a strategic choice, made deliberately.
8. Fix the narrative early. The announcement, the 8-K wording, the internal message, the reference, and the U5 language are easiest to negotiate before anyone has said anything publicly, and nearly impossible afterward.
9. Preserve indemnification and D&O coverage in writing before you focus on the cash.
10. Do not agree to open-ended cooperation. Cap the hours, require reasonable scheduling, and require the company to pay your expenses and your independent counsel if you are made a witness.

How We Work These Exits

We start with the documents and build the number before anyone discusses a number, because an executive package is a sum of contractual entitlements and the party who has calculated it accurately controls the conversation. We resolve the characterization of the departure first, since severance, acceleration, forfeiture-for-competition, and unemployment all follow from it. We protect indemnification, advancement, and D&O coverage as a threshold item rather than a closing detail. We structure payments to stay inside a 409A exception rather than negotiating a schedule that creates a tax liability for you. We negotiate the covenants down to what a court would actually enforce, and we negotiate the announcement, the reference, and, for registered persons, the Form U5 language before it is filed rather than after. And we tell you candidly which claims are worth preserving and which are worth trading, because in most executive exits the goal is a clean, well-documented, well-priced departure that lets you take the next role, not a lawsuit against the company you just left.

If the matter moves past negotiation, our business litigation and mediation and arbitration pages describe what that looks like, and our succession planning page addresses the executive transitions that are planned rather than forced. The company's side of the same negotiation is set out on our page for the company in a negotiated executive exit.

You can contact the Law Offices of Albert Goodwin by phone at 212-233-1233 or by email at [email protected].