---

name: prompt-pack-executive-employment-agreement
description: Use when drafting an executive employment agreement for a C-suite or senior executive position. Covers base salary, bonus structure, equity compensation, benefits, change-of-control provisions, termination scenarios (for cause, without cause, good reason), severance, post-employment restrictions, and D&O coverage. Applicable across MENA (UAE, KSA, DIFC, ADGM, LB, EG) and internationally. Trigger when a company is engaging a CEO, CFO, General Counsel, or other senior executive and needs a comprehensive employment agreement that balances executive interests with company protections.
license: MIT
metadata:
id: prompt-pack.executive-employment-agreement
category: prompt-pack
practice_area: employment
jurisdictions: [UAE, KSA, LB, EG, DIFC, ADGM, UK, EU, US]
priority: P2
intent: [drafting, executive-employment-agreement, ceo, cfo, cxo, severance, golden-parachute]
related:
- prompt-pack-employment-offer-letter
- prompt-pack-employment-contract-compliance-review
- prompt-pack-equity-incentive-plan-summary
- prompt-pack-employee-handbook
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Executive Employment Agreement

When to use this

Use this skill when drafting the formal employment agreement for a C-suite executive or senior leader. Executive agreements are more complex than standard employment contracts because they involve: equity compensation, performance-based remuneration, carefully defined termination scenarios with significant financial consequences, post-employment restrictions, and often a change-of-control component.

Typical triggers:

• Hiring a new CEO, CFO, COO, or General Counsel
• Renewing or renegotiating an existing executive agreement
• PE or VC-backed company formalizing founder employment terms at Series A or above
• Pre-IPO executive team alignment and contractual documentation
• Board compensation committee instructing legal counsel to document approved executive terms

Required inputs

Input	Why it matters	Default if omitted
Executive name and role	Identity and scope of authority	Ask
Company name and jurisdiction	Applicable law; governs term and termination rules	Ask
Compensation: base salary, bonus target	The primary commercial terms	Ask
Equity grant (options, RSUs, phantom)	Often a significant part of executive comp; must be documented	Ask
Duration (fixed-term vs. indefinite)	Executive agreements may be fixed-term in MENA; affects termination obligations	Ask
Termination scenarios and severance	What the executive receives on different departure scenarios	Ask in detail

Optional inputs

• Relocation provisions (common for international executive hires in MENA)
• Change-of-control provisions (golden parachute trigger and amount)
• Garden leave provisions
• Post-termination non-compete / non-solicitation
• D&O insurance coverage
• Housing and schooling allowances (standard in UAE/KSA expat executive packages)
• Discretionary authority limits (signing authority, hiring authority, capex thresholds)

Document structure

1. Parties and recitals

• Company name, jurisdiction, registered address
• Executive name, role title
• Effective date of agreement

2. Role and responsibilities

• Title and department
• Reporting structure (board, CEO, or other)
• Duties: general description and scope of authority
• Exclusivity: executive's full time and attention; no outside board positions or consulting without prior consent
• Fiduciary duties: reference to directors' duties under applicable company law if the executive is also a board member

3. Term

Indefinite-term approach (preferred in most common-law jurisdictions and DIFC):

• Employment continues until terminated by either party on notice
• "At-will" employment: NOT applicable in MENA or DIFC; there must be notice or payment in lieu

Fixed-term approach (common in MENA mainland, KSA):

• Agreement runs for an initial term of [2–3] years
• Automatically extends for 1-year periods unless terminated on [90 days'] notice before the end of the then-current term
• In UAE: fixed-term contracts under Federal Decree-Law No. 33 of 2021 cannot exceed 3 years in the initial term; renewal is permitted

4. Compensation

Base salary:

• Annual base salary in [currency]; paid [monthly / bi-weekly]
• Review: salary reviewed annually by the compensation committee; no entitlement to increase

Annual bonus:

• Target bonus: [X%] of base salary
• Performance conditions: [financial metrics / individual KPIs / board discretion]
• Payment timing: following board approval of annual results; typically within [90] days of financial year end
• Pro-rating on termination: specify whether the executive receives a pro-rated bonus for partial year of service
• Clearly state: "Bonus is discretionary unless performance conditions are met as determined by the board" — or, if contractual: state the specific trigger conditions

Equity compensation:

• Grant: [X] options / RSUs / phantom units at a price of [X] on [grant date]
• Vesting: [4-year] vesting; [1-year] cliff; monthly vesting thereafter
• Full reference to the company's equity incentive plan; this agreement provides the executive's individual grant terms
• Change of control: accelerated vesting on [single trigger / double trigger] (see Section on Change of Control)

Benefits:

• Health insurance: [gold-tier family coverage / BUPA / equivalent]
• Housing allowance: AED/SAR [X] per month (or company-provided housing)
• Transportation: car or allowance; driver (if applicable)
• Schooling allowance: up to [X] per child per year for [X] children
• Air tickets: [2] economy class / [1] business class round trips per year
• D&O insurance: company will maintain D&O coverage for the executive during employment and for [3–6] years post-departure (tail coverage)

5. Leave entitlements

• Annual leave: [30] calendar days (UAE statutory minimum; increase for senior executives common)
• Public holidays: per UAE/KSA statutory calendar
• Sick leave: per applicable UAE/KSA Labour Law provisions
• Emergency and bereavement leave: company policy
• Unpaid leave: by written agreement only

6. Confidentiality

• Broad obligation covering all confidential information (business plans, financial data, customer data, trade secrets, IP)
• Post-termination duration: indefinite for trade secrets; [3 years] for business confidential information
• Exceptions: public domain information, legally required disclosure, prior written authorization
• Obligation to return all company property (physical and digital) on departure

7. Intellectual property

• All IP created by the executive in connection with employment belongs to the company
• Executive assigns all rights (including moral rights waiver where applicable)
• Pre-existing IP carve-out: schedule pre-existing IP if executive has relevant pre-existing inventions

8. Termination scenarios

This section has the most financial consequence and must be precisely drafted:

Termination for cause:

• Definition of "cause": material breach of the agreement; gross misconduct; dishonesty; conviction of a criminal offense; serious negligence; willful neglect of duties
• On termination for cause: [30 days'] notice (or statutory minimum); no severance; accrued and vested equity retained (some plans allow forfeiture on "cause")
• In UAE/KSA: termination for cause must fall within the statutory grounds in the Labour Law; overly broad "cause" definitions are not effective against those statutory limits

Termination without cause:

• On termination without cause by the company:
  • [3–6] months' base salary in lieu of notice
  • Pro-rated bonus for current year
  • months' additional severance equal to [X months' base salary]
  • Continued vesting of equity for the severance period OR accelerated vesting of [X%] of unvested equity
  • Continuation of benefits for the severance period

Resignation for good reason:

• Define "good reason": material reduction in title, responsibilities, or compensation; relocation to a different city without consent; change of control
• On resignation for good reason: executive receives the same as termination without cause above

Resignation without good reason:

• Executive gives [90 days'] notice
• No severance; vested equity retained; unvested forfeited
• Garden leave: company may place executive on garden leave during notice period

Expiration of fixed term (for MENA fixed-term agreements):

• If company elects not to renew: treated as termination without cause
• If executive elects not to renew: treated as resignation; no severance
• Statutory end-of-service gratuity: payable in all cases on expiry

9. Change of control

• Definition: change of control means sale of [50%+] of company shares; merger; IPO (sometimes); sale of substantially all assets
• Accelerated vesting: on a change of control, [50–100%] of unvested equity accelerates (single trigger) — or: vesting accelerates only if executive is also terminated without cause or resigns for good reason within [12] months post-change of control (double trigger)
• Enhanced severance: if executive is terminated or leaves for good reason within [12] months following a change of control, severance equals [2x] annual base salary + target bonus

10. Post-employment restrictions

Non-compete:

• Duration: [12–24] months post-termination
• Geographic scope: limited to [specific markets where company operates]
• Activity scope: limited to the executive's actual area of responsibility
• Consideration: the terms of this agreement constitute adequate consideration
• Enforceability: see jurisdictional notes

Non-solicitation of employees:

• Duration: [12–24] months
• Scope: limited to direct reports and employees with whom the executive had material contact

Non-solicitation of customers:

• Duration: [12–24] months
• Scope: limited to customers with whom the executive had direct and material dealings

11. Governing law and dispute resolution

• Governing law: the law of the jurisdiction of employment (UAE Federal Law; DIFC Law; KSA Law, etc.)
• Dispute resolution: for UAE/KSA employment disputes, the labour courts are the primary forum for statutory claims; contractual disputes may go to arbitration if agreed
• In DIFC: DIFC Courts have jurisdiction over DIFC employment disputes; arbitration is also available

Jurisdictional notes

Non-compete enforceability in MENA

Jurisdiction	Enforceability	Notes
UAE	Enforceable in principle (UAE Labour Law Art. 10, Federal Decree-Law 33/2021)	Maximum 2 years; must protect legitimate interest; courts may reduce scope; senior executives have stronger case against overly broad restrictions
KSA	Enforceable if reasonable; limited enforcement track record	Saudi Labour Courts apply a reasonableness standard; practical enforcement is limited
DIFC	Common-law; similar to English approach	12–24 months reasonable; must protect a legitimate interest (trade secrets, key client relationships); garden leave during notice reduces post-termination period courts will enforce
Lebanon	Enforceable under Lebanese Code of Obligations and Contracts	Courts reduce if unreasonable

End-of-service gratuity for executives

The end-of-service gratuity applies to executives in UAE and KSA just as to regular employees:

• UAE: calculated on basic salary; 21 days per year for first 5 years; 30 days per year thereafter; max 2 years' total salary
• For executives whose base salary is, say, AED 500,000/year, the gratuity entitlement is material and must be budgeted for
• The agreement cannot waive or reduce the statutory gratuity entitlement

Common mistakes

• "For cause" definition too narrow: If "cause" is defined narrowly and does not cover gross misconduct or serious breach, the executive can engage in harmful behavior that still requires paying full severance.
• "Good reason" definition too broad: Overly broad "good reason" definitions allow executives to trigger severance after any organizational change; tie good reason to objective material changes.
• Single-trigger change-of-control acceleration: Single-trigger vesting acceleration (acceleration merely on change of control, regardless of what happens to the executive) can create perverse incentives for executives to support a sale rather than maximize value; double-trigger is more governance-friendly.
• No PILON clause: Without a payment-in-lieu-of-notice provision, the company must allow the executive to work out the full notice period, retaining access to systems and client relationships.
• Ignoring statutory floor: In UAE and KSA, the statutory minimum terms (notice, gratuity) apply regardless of what the agreement says; an agreement below the statutory floor is unenforceable to that extent.

Related skills

• [[prompt-pack-employment-offer-letter]]
• [[prompt-pack-employment-contract-compliance-review]]
• [[prompt-pack-equity-incentive-plan-summary]]
• [[prompt-pack-employee-handbook]]