# Executive offer letter - what to negotiate

> Counteroffer · Answers · offer
> Source: https://trycounteroffer.com/answers/executive-offer-letter-negotiate


**Short answer:** Executive offer negotiations cover 12-15 specific items: base, equity grant, equity refresh, severance (6-18 months), Cause and Good Reason definitions, double-trigger acceleration, IP scope, non-compete scope and duration, indemnification, D&O insurance tail, 280G best-of-both, reporting line, board observer or director rights (where applicable), executive perks, and equity exercise window. The total negotiable value typically exceeds $200K-$2M depending on company stage and role. Always engage employment counsel; the stakes justify the cost.

## The full executive offer checklist

Executive offer negotiation covers more items than ordinary offers because the stakes are higher and the protection items matter more. The checklist:

### Compensation structure

1. **Base salary** at or above peer practice for the role and stage
2. **Annual bonus target** with measurable criteria, not pure discretion
3. **Sign-on bonus** with reasonable clawback (12-month max, pro-rated, without-Cause exemption)
4. **Equity grant** sized appropriately for executive role and company stage
5. **Equity refresh** committed annually with specified floor

### Equity treatment

6. **Vesting schedule**: 4 years with 1-year cliff is standard; monthly post-cliff
7. **Double-trigger acceleration**: 100% on involuntary termination within 12 months of CoC
8. **Non-CoC acceleration**: 6-12 months on termination without Cause outside CoC scenarios
9. **Extended option exercise window**: 3-10 years for any vested options

### Termination protection

10. **Severance benefit**: 6-18 months of base salary plus target bonus, depending on role
11. **"Cause" definition narrowed** to fraud, willful misconduct, conviction of crime
12. **"Good Reason" termination** with reporting line, comp, and location triggers
13. **Notice and cure provisions** for Good Reason: 30-60 day notice, 30 day cure

### Restrictive covenants

14. **Non-compete duration and scope** narrow as appropriate to role
15. **Customer non-solicit** limited to customers you serviced
16. **Employee non-solicit** narrow scope and duration
17. **Confidentiality** with carve-outs for industry knowledge

### IP and indemnification

18. **IP assignment** with state-law carve-outs (California § 2870 and equivalents)
19. **Prior Inventions schedule** with all existing work disclosed
20. **Indemnification** to fullest extent permitted by state law
21. **Advancement of expenses** during indemnification proceedings
22. **D&O insurance** with explicit tail coverage commitment (6+ years post-departure)

### Executive-specific

23. **280G best-of-both** clause to manage parachute tax cliff
24. **Reporting line** to specific role (CEO, board) confirmed in writing
25. **Direct reports** specified
26. **Title and responsibility scope** documented
27. **Board observer or director rights** if applicable
28. **Executive perks** (car, club, financial planning allowance) listed
29. **Travel expectations** clarified
30. **Outside boards and advisory roles** specifically permitted

## Items that often matter most

In practical impact ranking:

1. **Equity grant size**: Often the largest dollar item; cite peer data
2. **Equity refresh commitment**: Future-comp protection
3. **Severance benefit**: 6-18 months can be 6-figures or 7-figures
4. **Double-trigger acceleration**: Critical in M&A scenarios
5. **Good Reason clause**: Protects against constructive termination
6. **Indemnification and D&O tail**: Limits future litigation exposure
7. **280G best-of-both**: Manages tax cliff for high-comp executives
8. **Non-compete narrowing**: Future career flexibility

The first four items typically dominate the dollar value. The last four protect against specific risks that may or may not materialize.

## Pitfalls in executive offers

Common drafting traps:

**Cause defined too broadly.** "Cause shall include any breach of policy" gives the employer constructive termination discretion. Push for narrow Cause: fraud, willful misconduct, conviction.

**Good Reason defined too narrowly.** "Material reduction in base salary" without including title, reporting line, or relocation triggers leaves you exposed. Comprehensive Good Reason language is critical.

**Discretionary bonus framing.** "Annual bonus shall be at the sole discretion of the Board." Acceptable for the amount, not acceptable for the existence of the bonus. Push for measurable criteria.

**Equity refresh without commitment.** "Employee may be eligible for additional equity grants." This commits nothing. Push for "Employee shall receive annual refresh of at least X."

**Severance without bonus inclusion.** Severance based on base salary alone, excluding target bonus. For executives with significant variable comp, this is a major omission.

**Indemnification without advancement.** Indemnification commitment but no obligation to advance expenses. Forces executive to pay legal fees out of pocket during proceedings.

**280G not addressed.** For executives at corporations likely to face acquisition, missing 280G provisions can be very costly.

**Choice of law unfavorable.** Some agreements choose the employer's state law in ways that disadvantage the executive (especially for non-compete enforceability).

## How to negotiate

Executive offer negotiation is typically multi-round and involves counsel on both sides:

**Round 1:** Identify your top 5-7 items. Submit a counter covering them.

**Round 2:** Receive employer response. Adjust priorities based on what moved.

**Round 3:** Resolve remaining items. Compromise where appropriate.

**Round 4:** Final terms with documentation.

Throughout, counsel review every revised draft. Small wording changes can have significant implications at the executive level.

## What to do next

For executive offers, the stakes justify both a Counteroffer review and licensed employment counsel. We deliver an offer review in 24 hours for $199 that identifies negotiable items and recommended language. For executive packages over $500K total comp or involving complex structures (280G exposure, M&A-related offers, multi-jurisdiction issues), we refer to specialized counsel. See [Offer Review](https://trycounteroffer.com/offer).

## Sources

- Standard executive employment templates from major law firms
- IRC § 280G
- Treas. Reg. § 1.409A
- State-specific officer indemnification statutes (DGCL § 145, NYBCL § 722, etc.)

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## Related answers
- [What is "Good Reason" termination in an employment offer?](https://trycounteroffer.com/answers/what-is-good-reason-termination)
- [What is double-trigger acceleration?](https://trycounteroffer.com/answers/what-is-double-trigger-acceleration)
- [What is 280G and when does it matter?](https://trycounteroffer.com/answers/what-is-280g)

## Get your contract reviewed
If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/offer.

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._