# I'm a VP or Director and got laid off - what should I ask for?

> Counteroffer · Answers · severance
> Source: https://trycounteroffer.com/answers/got-laid-off-as-vp-director


**Short answer:** VP and Director severance should include 6-12 months of base salary, pro-rated target bonus, 9-12 months of healthcare bridge, 6-12 months of equity acceleration, extended option exercise windows (3-10 years), indemnification continuation, and D&O insurance tail coverage. The total package value at this level can range $200K to $2M+. Equity acceleration is typically the largest negotiable item. Initial offers at this level are almost always below market.

## On this page
- [The senior leader package shape](#the-senior-leader-package-shape)
- [Cash benchmarks](#cash-benchmarks)
- [Equity treatment priorities](#equity-treatment-priorities)
- [Officer-specific items](#officer-specific-items)
- [Negotiation dynamics at this level](#negotiation-dynamics-at-this-level)

## The senior leader package shape

At VP and Director level, severance is structured differently than for individual contributors. The package typically includes:

- Larger fixed-multiple cash severance (months, not weeks)
- Pro-rated target bonus
- Extended healthcare continuation
- Equity acceleration (often the largest dollar item)
- Extended option exercise windows
- Indemnification commitments (for officers especially)
- D&O insurance tail coverage (for officers)
- Reference and announcement language
- Consulting or transition arrangement (sometimes)

The total package value at Director level often runs $200K-$500K. At VP level, $500K-$2M. At C-suite, $2M-$10M+. The cash portion is rarely the largest single item; equity and benefits typically dominate.

## Cash benchmarks

Realistic cash severance benchmarks for senior leaders:

| Level | Cash severance | Target bonus treatment |
|---|---|---|
| Senior Director | 12-26 weeks base | Pro-rated through last day |
| Director | 16-26 weeks base | Pro-rated through last day |
| VP | 6-9 months base | Pro-rated + target year payout in some cases |
| SVP / EVP | 9-12 months base | Pro-rated + full target year |
| C-Suite | 12-24 months base | Full target bonus + extended consulting |

The cash component should be paired with pro-rated bonus through last day worked. For roles with significant variable comp, the bonus payment can equal or exceed the base severance.

For positions with deferred comp arrangements, those require separate negotiation; consult an attorney if your deferred comp is substantial.

## Equity treatment priorities

Equity acceleration is the single highest-leverage negotiation item for senior leaders. Standard asks:

**Time-based acceleration:** 6-12 months for Director, 12-18 months for VP, 12-24 months for SVP, full vest for C-suite.

**Change-of-control acceleration:** If laid off in connection with an acquisition or pending acquisition, full double-trigger acceleration should apply regardless of severance terms.

**Extended option exercise window:** 3-10 years for any vested options. Critical for ISOs to avoid the 90-day conversion problem.

**Right-of-first-refusal modifications:** For private company shares, request modifications allowing sale to fund tax obligations from acceleration.

**Liquidity event windows:** For pre-IPO companies with double-trigger RSUs, extended post-termination eligibility for liquidity events.

**Performance share treatment:** For PSUs with unmet performance criteria, pro-rated target achievement through last day.

The dollar value here can be substantial. A VP with $1M in unvested RSUs and 12 months of negotiated acceleration captures ~$250K of additional severance value beyond the cash component.

## Officer-specific items

If you're a corporate officer (Section 16 officer of public company, or named officer of private company), additional items apply:

**Indemnification continuation.** The company should commit to continue indemnifying you for actions taken during your tenure as an officer. Standard language: "Company agrees to continue to indemnify Employee to the fullest extent permitted by law for any actions taken in the course of Employee's service as an officer of Company."

**D&O insurance tail coverage.** Most D&O policies cover claims arising during the policy period regardless of when filed. Some companies maintain "tail" coverage for former officers; some require additional premium. Negotiate explicit commitment to tail coverage for at least 6 years (matching common statute of limitations periods).

**Section 16 reporting obligations.** You remain subject to Section 16 reporting for transactions in company stock until 6 months after departure. Make sure you understand ongoing obligations.

**10b5-1 plan continuation.** If you have a 10b5-1 trading plan in place, confirm whether it continues post-termination.

**Confidentiality and trade secret obligations.** These survive termination indefinitely for trade secrets. Confirm scope and review for overbreadth.

## Negotiation dynamics at this level

Senior leader severance negotiations differ from ordinary employee negotiations in several ways:

**Direct counterparty negotiation.** You're often negotiating with the CEO, General Counsel, or CHRO directly. Less of a procedural HR conversation, more of a relationship-based discussion.

**Board involvement.** Significant departures may require board awareness or approval. Timing of severance discussions sometimes aligns with board meetings.

**Public relations dimension.** Senior departures get attention. Your departure announcement and post-departure communications affect your reputation and the company's. Mutual non-disparagement and pre-agreed announcement language are critical.

**Counsel involvement is expected.** At this level, having employment counsel is standard practice on both sides. The company knows you'll consult counsel; building in time for review is expected.

**Tax planning matters.** Severance amounts at this level can trigger 280G excise tax issues if paired with M&A transactions. Plan the timing and structure carefully.

**Reputation matters more than the marginal cash.** Be willing to negotiate hard on substantive items but careful about damaging the relationship in ways that affect references and future career.

## What to do next

If you want a delivered review of your senior leader severance package, with cited recommendations on cash, equity, healthcare, indemnification, and reference language, we deliver one in 24 hours for $199. For situations involving large equity packages, multi-state issues, or potential 280G concerns, we'll refer you to a vetted employment attorney instead. See [Severance Review](https://trycounteroffer.com/severance).

## Sources

- IRC § 280G (parachute payment limits)
- IRC § 409A (deferred compensation)
- Securities Exchange Act § 16 (officer reporting obligations)
- Standard executive severance templates from major law firms

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## Related answers
- [Tech layoff severance - what's standard?](https://trycounteroffer.com/answers/tech-layoff-severance-standard)
- [What happens to my equity if I get laid off?](https://trycounteroffer.com/answers/what-happens-to-equity-at-layoff)
- [What's negotiable in a severance agreement?](https://trycounteroffer.com/answers/whats-negotiable-in-severance)

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

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._