Negotiate. Protect.
Exit.
Employment agreements, equity packages, and exit strategies for executives who understand that the details matter. Protect your compensation, your reputation, and your next move.
By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC
Last reviewed:
What Executives Get
Strategic legal counsel for the agreements that define your career—compensation, equity, restrictions, and exits.
Employment Agreement Review
Before you sign, know what you're agreeing to. We review, negotiate, and optimize executive employment agreements to protect your interests and maximize your compensation.
What We Review:
- • Base salary, bonus structures, and performance incentives
- • Equity grants, vesting schedules, and acceleration triggers
- • Non-compete, non-solicitation, and NDA provisions
- • Termination clauses and severance packages
- • Change of control and golden parachute provisions
- • Clawback provisions and forfeiture conditions
How We Can Help:
A VP joining a pre-IPO startup received standard offer letter with 4-year cliff vesting and broad non-compete. We negotiated double-trigger acceleration, geographic limits on non-compete, and severance protection—significantly improving exit economics.
Deal support counsel →Equity & Compensation Planning
Stock options, RSUs, phantom equity, and profit interests—we help you understand, negotiate, and optimize your equity compensation.
Equity Services:
- • Stock option grant review and negotiation
- • RSU and PSU vesting analysis
- • 83(b) election strategy and filing
- • Exercise timing and tax planning
- • Secondary sale and liquidity opportunities
- • Post-termination exercise periods
How We Can Help:
A C-suite executive received early exercise stock options but hadn't filed 83(b) election. We coordinated with tax advisors to optimize exercise timing, structure the election properly, and significantly reduce tax exposure on unrealized gains.
Business transactions counsel →Non-Compete & Restrictive Covenants
Non-competes can define—or destroy—your next opportunity. We analyze enforceability, negotiate limitations, and help you navigate restrictions when changing roles.
Non-Compete Services:
- • Enforceability analysis by jurisdiction
- • Negotiation of scope, duration, and geography
- • Garden leave and compensation during restriction
- • Carve-outs for specific industries or roles
- • Strategy for joining competitors
- • Defense against enforcement attempts
How We Can Help:
A senior executive wanted to join a competitor but had 2-year non-compete. We analyzed the agreement, identified enforceability weaknesses, and negotiated a release with former employer in exchange for limited transition consulting—enabling the move without litigation.
Exit & Separation Agreements
When it's time to leave—whether by choice or not—we negotiate separation agreements that protect your interests and set up your next chapter.
Exit Services:
- • Severance negotiation and enhancement
- • Equity treatment on termination
- • Release and waiver review
- • Reference and non-disparagement terms
- • Consulting arrangement structuring
- • COBRA, benefits continuation, and outplacement
How We Can Help:
A CFO was terminated during M&A integration. Initial separation offer included 3 months severance and forfeiture of unvested equity. We negotiated 12 months severance, full equity acceleration, 18-month COBRA coverage, and favorable reference terms.
Deal support counsel →Estate & Wealth Protection
Estate planning, dynasty trusts, asset protection, and pre-liquidity-event planning for executives are handled through our sister practice — same founder, same fixed-fee model, dedicated legacy focus.
Includes:
- • Revocable and irrevocable trust structures
- • Life insurance trusts (ILITs) for estate liquidity
- • Asset protection from professional liability
- • Pre-IPO equity and dynasty trust planning
- • Charitable giving strategies (CRTs, DAFs)
Side Ventures & Board Seats
Many executives invest in startups, join boards, or build side businesses. We help structure these ventures to avoid conflicts and maximize protection.
Advisory & Investment Services:
- • Advisory agreement review and negotiation
- • Board seat agreements and D&O coverage
- • Angel investment structuring
- • Conflict of interest analysis
- • Side business entity formation
- • Investment portfolio protection
How We Can Help:
A COO wanted to join a startup board while employed by Fortune 500 company. We reviewed employment agreement for conflicts, negotiated board terms including D&O coverage, and structured advisory equity to avoid IP assignment issues.
Business transactions counsel →Common Executive Legal Questions
❓ "Should I negotiate my employment agreement?"
Always. Companies expect executives to negotiate. Standard terms are designed to protect the company, not you. Equity acceleration, severance, and non-compete modifications are all fair game.
❓ "Is my non-compete enforceable?"
Depends on the state and specific terms. Many non-competes are overbroad and unenforceable. Even enforceable ones can often be negotiated or released. We analyze your specific situation.
❓ "What should I do if I'm being pushed out?"
Don't sign anything without review. Separation agreements are negotiable. We've significantly improved severance, equity treatment, and exit terms for executives facing termination.
❓ "Should I file an 83(b) election?"
If you have early exercise options or restricted stock, usually yes—but timing is critical (30 days from grant). Filing locks in lower tax basis but requires upfront tax payment. We coordinate with your tax advisor.
Find the Right Counsel for Your Next Move
Whether you're negotiating a new role, building a side venture, or planning an exit — start with the right scope.
Outside Counsel Readiness Assessment
Discover the right level of legal support for your career, side ventures, and equity events.
Why Executives Choose Jacobs Counsel
We Understand the Stakes
Executive agreements aren't standard contracts. We understand the leverage, the timing, and the long-term implications.
Fast & Confidential
Sensitive negotiations require discretion and speed. We move quickly without compromising confidentiality.
Complete Picture
Employment, equity, and exit strategy — we see how all the pieces connect and plan accordingly.
Resources for Executives
Executive Equity Compensation Guide
Understanding stock options, RSUs, and 83(b) elections.
NON-COMPETESNavigating Non-Compete Agreements
Enforceability, negotiation, and exit strategies.
SISTER PRACTICEEstate Planning & Wealth Protection
Now handled by Legacy Counsel by Jacobs Counsel →
Ready to Protect Your Career?
Book a strategy call to review your agreement, negotiate better terms, or plan your next move.
BOOK STRATEGY CALL →