# What is consideration in a non-compete? > Counteroffer · Answers · non-compete > Source: https://trycounteroffer.com/answers/consideration-in-non-compete **Short answer:** Consideration is what the employee receives in exchange for signing the non-compete. At hire, the job offer itself is sufficient consideration. Mid-employment, several states (Illinois under Fifield, Pennsylvania, Washington, Oregon, others) require additional consideration beyond continued employment: a promotion, bonus, equity grant, raise, or specialized training tied to signing. Without adequate consideration, the non-compete is unenforceable for lack of consideration. ## Why consideration matters In contract law, a binding agreement requires consideration: something exchanged by both sides. The employee gives up future career flexibility; the employer must give something in return. For employment-related agreements, courts have developed specific rules about what counts as consideration for a non-compete. The rules differ based on when the agreement was signed and what the employee actually received. ## Consideration at hire When the non-compete is signed at the start of employment, the job offer itself is sufficient consideration in virtually every state. The employer provides employment; the employee provides the agreement to not compete after departure. This is the cleanest path to a supported non-compete. If your employer asked you to sign the non-compete before your first day, the consideration prong is typically satisfied. A few states impose additional procedural requirements (Massachusetts requires garden leave or other consideration; Washington requires notice at offer) but the consideration baseline is met. ## Consideration mid-employment When an employer asks an existing employee to sign a non-compete that wasn't in their original agreement, the consideration question gets complicated. State law varies: **States requiring substantial additional consideration:** - **Illinois**: Under Fifield v. Premier Dealer Services (2013), continued at-will employment for less than 2 years is generally insufficient. Acceptable: a promotion, a bonus, a raise specifically tied to signing, or new equity grant. - **Pennsylvania**: Specific additional consideration required beyond continued employment. - **Washington**: Independent consideration required for mid-employment signing. - **Oregon**: Additional consideration for mid-employment additions. **States accepting continued employment as consideration:** - **California (limited)**: Non-competes void anyway, so consideration is moot. - **New York**: Continued at-will employment generally sufficient (with reasonableness review). - **Texas**: Tied to "ancillary to enforceable agreement" requirement; consideration must be something the employer wasn't already obligated to provide. **States with intermediate approaches:** - **Massachusetts**: For agreements after October 2018, garden leave or specific additional consideration required. - **Florida**: Continued employment sufficient if specifically referenced. ## What counts as sufficient consideration When state law requires additional consideration beyond continued employment, courts typically accept: - Cash bonus tied specifically to signing - Equity grant tied specifically to signing - Promotion (with new title, responsibilities, or compensation) - Pay raise specifically referenced as consideration for the non-compete - Specialized training the employer invests in - Access to confidential information not previously available - Continued employment for a specified period (in some states; Illinois requires 2+ years) The consideration must be specifically tied to the non-compete signing, not just ordinary employment benefits the employee would have received anyway. ## What doesn't count Common employer attempts that fail: - "Continued employment in your current role" without anything new - A bonus that was already promised or expected - Performance-based compensation tied to ordinary work - Access to information you already had access to - Token consideration (e.g., $100 to sign a 12-month non-compete) - Verbal promises with no documentation If the employer claims consideration but cannot show specific new value tied to signing, the agreement may fail. ## Documenting consideration For employers, documenting consideration is critical to enforceability. Best practice agreements include: - A specific "Consideration" recital identifying what the employee received - A schedule attached if consideration is monetary - Specific dates and amounts - Signatures and acknowledgment For employees, the absence of clear documentation can be leverage. If you signed mid-employment and the agreement is silent on consideration or references only "continued employment," the consideration argument is available to you in a challenge. ## Worked example Consider an Illinois employee who signed a non-compete in March 2022 as part of a regular employee handbook update, with no new compensation, bonus, or promotion attached to signing. The employee voluntarily resigns in March 2023 to join a competitor. Analysis: - Mid-employment signing: yes - Continued employment for less than 2 years (March 2022 to March 2023): yes - Additional consideration beyond continued employment: no - Result under Fifield: insufficient consideration, non-compete unenforceable This is a common scenario. Many mid-employment non-competes in Illinois fail on consideration grounds because employers didn't pair the signing with new compensation. ## What to do next If you want a delivered analysis of your non-compete's consideration support and whether it's enforceable on consideration grounds in your state, we deliver one in 24 hours for $199. See [Non-Compete Review](https://trycounteroffer.com/non-compete). ## Sources - Fifield v. Premier Dealer Services, 2013 IL App (1st) 120327 - Marsh USA Inc. v. Cook, 354 S.W.3d 764 (Tex. 2011) - Reliable Fire Equipment Co. v. Arredondo, 2011 IL 111871 - RCW 49.62 (Washington consideration requirement) --- ## Related answers - [What makes a non-compete unenforceable?](https://trycounteroffer.com/answers/what-makes-non-compete-unenforceable) - [Illinois non-compete law (Freedom to Work Act and Fifield rule)](https://trycounteroffer.com/answers/illinois-non-compete-law) - [Washington non-compete law and salary threshold](https://trycounteroffer.com/answers/washington-non-compete-law) ## Get your contract reviewed If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/non-compete. Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time) _Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice._