Practice Area

Transitions in employment are a particularly stressful time for executives due to the numerous complicated legal and business issues that arise. The legal documentation alone can be overwhelming!!  The lawyers at Jacobs Law Group have extensive experience helping executives navigate the legal and business landscape they face to provide a smooth and successful exit strategy and transition, while negotiating the most financially beneficial package possible from a new employer, with all the necessary legal protections. Over the past twenty years, JLG lawyers have represented many hundreds of executives in a variety of industries with their employment transitions. Whether you are a pharmaceutical executive, business/financial executive, university president, doctor, dentist, lawyer or any other person in the middle of an employment transition, JLG lawyers can help you.

Obligations to Current Employer

An important first step in any executive transition process is understanding the effects of a voluntary or involuntary termination, and assessing any contractual obligations and post-employment restrictions that may be owed to the current employer upon separation. To fully understand the playing field, the lawyers at JLG will conduct a detailed review and analysis of, and advise the executive on, the following items:

  • Any obligations, financial or otherwise, contained in an offer letter, employment agreement or other agreement (including required notice of termination, loss of bonuses or other awards, repayment of relocation benefit, etc.);
  • Post-employment restrictions that may limit new job opportunities (i.e., Non-Compete, Non-Solicitation, Confidentiality, Non-Disparagement, etc.) (Very Important!!);
  • Impact of separation on equity awards, vesting, bonuses (including long-term-incentives), deferred compensation, and all other economic issues;
  • Separation benefits that may be available, including retiree medical benefits (based on retirement or length of service); and
  • All other issues that may impact executive’s transition to a new employer.

Negotiations with New Employer

Only after an executive has a complete understanding of the ramifications of leaving a current employer can the framework of a new employment relationship be properly ascertained. The lawyers at JLG assist their clients in analyzing employment offers and work with them to understand all business and legal aspects of the offer. In our experience, it is essential that executives obtain the proper legal advice and negotiate key business and legal terms in advance of accepting a new job to ensure that they are fully and properly protected, and have a complete understanding of the legal ramifications of the agreement. Whether an executive is presented with an offer letter or an employment agreement, there are numerous legal and business provisions that must be carefully negotiated. Other agreements that also need careful review and negotiation include post-employment restrictive covenant and intellectual property agreements, equity award agreements, relocation agreements and a variety of other legal documentation that will be presented to a transitioning executive.  Some of the provisions that must be skillfully negotiated include, but are certainly not limited to:

Financial Issues:

  • Base Salary
  • Annual Bonus (target, criteria, timing)
  • Signing Bonus (make up for money lost from prior employer; repayment issues)
  • Equity Awards (RSUs, MSUs, PSUs, Options, etc.)
    • Vesting of Equity (schedule, strike price, time-based v. performance)
    • Recoup equity lost upon leaving prior employer
    • Change in Control provisions (acceleration and vesting)
    • Effect of separation from employment on equity awards
    • Negotiation of Equity Award Agreement
  • Other Incentives (yearly equity awards, LTI and deferred compensation)
  • Relocation Package

Other Issue/Benefits:

  • Defining job duties (ensure no violation of non-compete/non-solicitation provisions or tailor to eliminate or minimize risk)
  • Indemnification of Executive (including attorneys’ fees) for litigation relating to alleged violation of prior employer’s restrictive covenant
  • Work location/work from home
  • Consulting work, service on for-profit/non-profit boards, publications, etc.
    • Compensation, potential conflicts
  • PTO, vacation, sick days
  • Insurance (does employee pay a portion?)
  • Payment of professional dues, license fees, educational fees, organizations, etc.
  • 401K (employer contribution)

Termination:

  • Definitions of “Cause” and “Good Reason”
  • Termination for “Cause” v. without “Cause” or for “Good Reason”
  • Terms of severance package upon termination for Cause, without Cause, upon a Change in Control, etc. (Company Severance Policy?)
    • Severance amount
    • Payment of COBRA/health insurance premiums for period of severance
    • Payment of bonuses
    • Acceleration and vesting of equity
  • Negotiation terms of release agreement

Restrictive Covenants and Intellectual Property:

  • Non-Competition, Non-Solicitation, Confidentiality, Non-Disparagement, and Intellectual Property provisions
    • MUST BE CAREFULLY NEGOTIATED!!

Related Transition Services

In addition to the above transition services, JLG lawyers regularly represent clients in negotiating, renegotiating and updating executive employment agreements and other contractual relationships, negotiating severance agreements and negotiating and litigating restrictive covenant (non-compete, non-solicitation and confidentiality) agreements.  We also frequently assistant clients in establishing consulting/Independent Contractor relationships.

At JLG, we recognize the business, legal and personal impact of an executive transition.  Understanding our clients and their needs is a key component to establishing an exit strategy and terms of new employment.  We work with our client to ensure that they are provided with the most effective strategies and solutions that provide them with the greatest economic/lifestyle benefit and the best legal protection possible.  For more information regarding JLG’s Executive Transition Services, please contact Sam First, Esquire at 215-569-9701.

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