Executive Equity Compensation in Severance Negotiations

A week ago, on October 30, 2019, CEOWorld magazine published an article I wrote on “Executive Equity Compensation in Severance Negotiations”.  The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.

This was my 25th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.
​See https://ceoworld.biz/author/robert-adelson/

This article, my most recent, published October 30, is designed for CEOs, C-level and senior executives, for whom equity can often be the most valuable part of their executive compensation package.  The article addresses the question – what happens to that equity position if you face employment termination – and offers tips for severance negotiations over equity, including

• What to include in your offer letter or executive employment agreement when you join the company?
• What to seek in a change-of-control / retention situation?
• What to negotiate for on employment termination?
• The importance of equity in your severance negotiations.

In discussing equity severance negotiations at the time of employment termination, my article raises using your leverage in employment separation negotiations including

• Legal claims you may have against your company related to wrongful termination of employment,
• Termination transition services and support the company may desire from you,
• Cooperation to sign a lock-up agreement or other documents or actions post-termination.

To see my full CEOWorld magazine. article, go to LINK:
     https://ceoworld.biz/2019/10/30/executive-equity-compensation-in-severance-negotiations/

Or on my website at
     https://www.executiveemploymentattorney.com/executive-equity-compensation-in-severance-negotiations/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

     https://www.linkedin.com/company/ceomagazine/

The editor has also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

     See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to CEOs, COOs, CMOs, other C-Level and senior executives to provide for appropriate terms to protect their equity rights in any present or future severance negotiations.  If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Executive Compensation in a Pre-IPO Company

On October 1, 2019, CEOWorld magazine published an article I wrote on “Executive Compensation in a Pre-IPO Company.”   The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website.

This was my 24th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  

This article, my most recent, published October 1, is designed for C-level and senior executives in private companies that are planning for or soon contemplate an initial public offering.  The article discusses executive compensation in public companies, then executive compensation in private companies and the transition from a private company to a public company.
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The article offers further tips to the executive facing and negotiating that transition including

• What should you do to protect your interests?
• How much should you be paid?
• How do you structure your equity compensation as the value of the stock increases?
•  What other equity-related terms to seek before the IPO?

The article concludes with discussion of issues to consider post-IPO.

To see my full CEOWorld magazine. article, go to LINK:
https://ceoworld.biz/2019/10/01/executive-compensation-in-a-pre-ipo-company/
Or on my website at https://www.executiveemploymentattorney.com/executive-compensation-in-a-pre-ipo-company/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
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It is my hope that this article will be helpful to CEOs, COOs, CMOs, other C-Level and senior executives in pre-IPO companies may benefit from this article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

CFO Employment Contract — Terms and Negotiations

On September 7, 2019, CEOWorld magazine published an article I wrote on “CFO Employment Contract — Terms and Negotiations” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. The editor has also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist” and authority in the field.

This article is designed for designed for Chief Financial Officers (CFOs)

• Hired to focus on external financial matters such as fundraising, IPO or company sale, interfacing with the Board of Directors, or
• Hired to focus on internal accounting and finance operations, and
• Who also take on the role of chief operating officer (COO) as well, Chief Operating Officers (COOs) hired to oversee other areas of company operations, including production, marketing and sales, and research and development.

The article covers delineation of responsibilities and resources to do the job, terms to seek in your cash executive compensation package, the various forms of equity to seek depending on the position of the company, terms to include in severance and suggestions on both job offers and re-negotiation of executive contract terms.

To see my full CEOWorld magazine. article, go to my website at https://www.executiveemploymentattorney.com/cfo-employment-contract-terms-and-negotiations

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CFOs or CFOs who also take on the COO role with need to review the job offer or employment contract including special circumstances included in the position. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

The “golden keys” that unlock “golden handcuffs”

Executive employment agreements and equity arrangements are the “golden keys” that unlock “golden handcuffs”. Signing bonuses serve as the key to open the door to hiring. Vesting options, bonuses and other “golden handcuff” benefits make executives more reluctant to leave their current position for a new one. However, signing bonuses are often used as a tool of persuasion – urging an executive to sign with a new company. Signing bonuses are crucial when accompanying a job offer that has a lower salary than an executive wants.

CEO, Maria Leone* sought out the counsel of Attorney Robert Adelson who helped her negotiate an increased signing bonus with a new firm that expressed interest in hiring her. Maria Leone was currently working as a CEO at a NY ad agency where she made a comfortable salary with foreseeable bonuses and vesting options, however when a young, rising agency (we will call Marketing X*) expressed interest with a higher salary Maria grew interested. Since the Marketing X was still young, and the salary the company was offering was not substantially higher Maria wanted to explore her options and negotiate her executive contract terms.

Attorney Adelson negotiated the executive’s employment agreement as well as her equity arrangements, convincing Marketing X to set up a package with stock and options to reward Maria’s loyalty later down the road. Attorney Adelson also negotiated a substantial increase in the signing bonus and an increased salary as well. The signing bonuses and equity arrangements that Marketing X arranged from Maria Leone helped make her particular transition between companies smooth and lucrative, making Maria whole for what she lost when leaving her current position.

Robert Adelson was successful with this representative case because he applied his over 30 years experience, care and time to help Maria Leone achieve a more desirable position. As a Boston executive employment attorney, with clients across the country, Attorney Adelson has helped many executives negotiate signing bonuses and employment agreements. This representative case highlights the success that Attorney Adelson’s executive compensation negotiations led to for CEO Maria Leone.

*All dates, client’s names and companies have been altered to keep confidentiality.

How to Fund your Company

This is an article of mine published on June 15, 2018, by CEO Refresher magazine.  It is on the funding of early stage companies by venture capital groups or angel investor groups.  Among the questions discussed in the article, are the following:

• Why do angels and VC’s invest?
• What are the differences between angels and VC’s? – In the composition of their groups?  – In their types of investments each makes?
• What does your company need to do to get investment?
• What are VC’s and angels looking for? What kinds of companies are they investing in?  What kinds of companies are hot now?
• How does an investment proceed – what are the stages or timeline you go through to get angel investment?
• How will your relationship with the investor change after an investment is made? Your board will need to change at some point. The CEO often shifts to the CTO, but many CEOs are wedded to their title. Realistically, as the company gets funding, the title changes, the founder will be miserable in the role that should be filled by CEO: the problem isn’t a lack of commitment but a failure to shift to the next phase.

To read more, go to this LINK:  http://www.refresher.com/how-to-fund-your-company/
or on my website at https://www.executiveemploymentattorney.com/how-to-fund-your-company/

If your company is seeking investment or needs to negotiate the terms of investment and needs advice or legal representation, please do give me a call or shoot me an email at radelson@engelschultz.com.

Negotiating Your COO Employment Agreement

On May 28, 2019, CEOWorld magazine published an article I wrote on “Negotiating Your COO Employment Agreement” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.
 This article is designed for Chief Operating Officers (COOs) hired to oversee all areas of company operations, including production, marketing and sales, and research and development.  My article also recognizes that a COO can also be hired for further specific missions including any of the following:

• To fill a specific need in an operational area or line of business, e.g. to turnaround a failing operation,
• To expand company operations into a new market,
• To fill a gap in the CEO’s knowledge, expertise, skills, management style or experience, and thus complement the CEO,
• To meet the company need for succession planning when the CEO is about to retire where the Board wants to hire a COO to prepare him or her to be the successor CEO
• Conversely, to hire the COO to mentor a first-time founder-CEO where  the COO would likely be an industry veteran with wisdom and a business relationship network who can develop both the CEO and assist the scale up of the company to the next level or to achieve a liquidity event, or
• To hire the COO to mentor an inexperienced family-member CEO to aid that family member to grow into the job and responsibilities expected of him or her.

My article discusses delineation of your duties, responsibilities, authority and reporting and including in those special circumstances listed above.  My article also offers suggestions for your COO offer letter or employment contract to include key executive employment terms on which you rely to take the job.

My article next discusses what to seek in getting the right COO Executive Compensation Package, and concludes with a discussion of severance rights to enable you to protect the terms of your bargain reached with the company.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/05/28/negotiating-your-coo-employment-agreement/
Or my website at https://www.executiveemploymentattorney.com/negotiating-your-coo-employment-agreement/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

With the editor’s email to me of May 28, 2019, advising me of publication, I was also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.”  See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to senior executives in technology, life sciences and other fields and industries, who are being recruited and have now, or anticipate soon receiving, an attractive offer to serve as COO, the chief operating officer with need to review the job offer or executive employment contract including special circumstances included in the position. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Negotiating Executive Retention Agreement Terms to Protect Your Interests

On April 26, 2019, CEOWorld magazine published an article I wrote on “Negotiating Executive Retention Agreement Terms to Protect Your Interests” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. 

This article is designed for CEOs, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where your current company might provide a significant retention package for you to stay.

This frequently occurs when the company is “in play”.  However, besides this change of control situation, my article discusses a number of other circumstances where executive retention negotiations occur, including where:

• The company is nearing a critical milestone, necessary for a funding round,
• The company is planning its IPO and needs an executive lockup,
• The executive has close relationships with key accounts and the company fears a significant loss of business,
• The executive has close relationships with key management and performers in the company and fears a significant attrition,
• The executive as an inventor, innovator and technologist has a critical role in product creation, maintenance or development, or
• The executive has achieved a level of notoriety such that his or her loss could have a negative impact on perception of the company within the customer or business community where the company operates.

My article also discusses how to raise the issue of executive retention, how to negotiate and frame the executive retention package as a mutually beneficial “win-win” for the executive and the company, and finally the key terms to seek in your executive retention agreement.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/04/26/negotiating-executive-retention-agreement-terms-to-protect-your-interests/
Or on my website https://www.executiveemploymentattorney.com/executive-retention-agreement/
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With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CEOs, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where the current company might provide a significant retention package for the executive to stay.   If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Representative cases of executive retention and change of control agreements

• CEO of a Massachusetts medical products manufacturer – change of control agreement
• Senior Vice President of Massachusetts financial institution – retention and severance agreements

Robert A. Adelson, Esq. is a business and tax attorney, and partner in the firm Engel & Schultz LLP in Boston, MA.  He has an advanced LLM degree in the law of Taxation from NYU and has for more than 20 years represented CEOs, C-Suite and senior executives across the country in issues of senior executive employment including terms of equity, executive compensation package, severance agreement, change of control, restrictive covenants and other key executive issues. 

From Founder-CEO to CTO or CSO: Key Protections in Succession Planning when you face the Founder’s Dilemma

On March 27, 2019, CEOWorld magazine published an article I wrote on “From Founder-CEO to CTO or CSO:  Key Protections in Succession Planning When You Face the Founder’s Dilemma” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website.  

This article is designed for founder or co-founder  CEOs of successful companies in the innovation economy who may be asked and even pressured by VCs to let a “professional” CEO take your place at the helm to scale the company to the next level, with you to then step aside to fall back to take a CTO or CSO position in what had been your company.

This article discusses how and why this situation called the “Founder’s Dilemma” occurs, and then goes on to offer advice to the founder CEO who will transition to the CTO or CSO role.  My article suggests key Founder protections including:

• Minority shareholder protections including for information, against dilution and cash-out rights;
• Exercise rights over options, vesting of shares;
• Back licenses of technology, office support;
• Board representation or observer rights,
• Severance pay, post-termination benefits, coverages and consulting,
• Negotiation of non-compete, non-solicitation, other restrictions.

My article also discusses protections for the founder CEO and the company in choice of your Board, choice of investors and the founder taking a big role in selection of your successor CEO and transition.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/03/27/from-founder-ceo-to-cto-or-cso-key-protections-in-succession-planning-when-you-face-the-founders-dilemma/

Or on my website at

https://www.executiveemploymentattorney.com/from-founder-ceo-to-cto-or-cso-key-protections-in-succession-planning-when-you-face-the-founders-dilemma/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to Founder CEOs who have successfully launched their companies, taken in VC or angel investment and now face the Founder-CEO dilemma as investors push for a “professional CEO” to take your place at the helm as the successor CEO to lead the company in the scale up and to the  liquidity event the investors seek. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation

On February 21, 2019, CEOWorld magazine published an article I wrote on “Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 

This article is designed for CEOs and other senior executives offered the opportunity to serve on corporate Boards of Directors in your own company and particularly in other companies.

This article discusses the benefits that Board of Director service can offer to an executive to advance his or her career, including the following:

• Stock, options and other compensation that can be quite lucrative,
• Opportunities to network and learn from peers,
• Observation of other organizations manage their affairs,
• New source of information (in your own company or in business generally),
• Source of new contacts to take the next step up the career ladder.

The articles also discusses pitfalls and potential liabilities of Board service including the significant responsibility to oversee management of the business, due diligence expected to review the transactions before it and record those deliberations, and the fiduciary duties Board members owe to the shareholders so it is important to assure proper care and diligence, and also insurance coverage.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/02/21/executive-service-on-corporate-boards-of-directors-benefits-liabilities-and-compensation/

or on my website at https://www.executiveemploymentattorney.com/articles-section/board-of-directors-service/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CEOs, other C-Level and senior executives who are offered the opportunity to serve on their own or other corporate boards, and need to pay attention to both benefits and pitfalls of Board service. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

About Robert Adelson, Esq.

Robert Adelson has been a corporate and tax attorney since 1977. He began as an associate at nationally prominent New York City “mega” law firms, first at the Wall Street firm Dewey Ballantine Bushby Palmer & Wood and later at the Park Avenue firm Weil Gotshal & Manges. In 1985, Adelson returned home, where he has since established himself as a respected Boston business attorney. He has attained partner at several small and midsize Boston law firms, most recently at Lawson & Weitzen LLP and then Zimble Brettler LLP, where he was a partner from 1994 to 2004 before becoming a partner at Engel & Schultz LLP.

Negotiating Your CSO or CTO Employment Agreement

On January 28, 2019, CEOWorld magazine published an article I wrote on “Negotiating Your CSO or CTO Employment Agreement”  The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 

This article was designed for Chief Technology Officers or Chief Technical Officers (CTOs) of  software, robotics, e-commerce or other technology-based companies or for Chief Scientific Officers or Chief Medical Officers (CSOs) of a biotechnology, medical device, healthcare or other life science companies, who, when negotiating a new  job offer or employment contract or terms of executive compensation need to give attention to essential employment terms relevant to their critical C-level positions in these fast growing and changing industries.

Among the important terms for CTO and CSO employment contracts discussed in the article are the following:

• Scope of authority, levels of support, interface with related enabling departments,
• Company reputation, mission, financials and other representations on which you are relying to take this job offer,
• Equity compensation in scope and form matched to your position, stage of company and potential tax issues and
• Protection to assure that inventions, software tools and ideas developed on your own are not transferred to the new employer without special consideration.

Finally, at the end, this article is demarcated as a guide primarily to the CSO or CTO with a new job offer.

In the late Spring 2019, I plan to write a separate article whose target audience is also CSOs and CTOs, but this time company founders and former CEOs.  These are executives who moved to the CSO or CTO position after a successful launch was achieved, VC money invested and a new “professional” CEO has been or is to be, recruited to scale the company to the next level of growth.  That Spring article will focus on the key protections such founder CTOs and CSOs should seek in this corporate transition.

To see my full CEOWorld magazine. article, go to

LINK:  https://ceoworld.biz/2019/01/28/negotiating-your-new-cso-or-cto-employment-agreement/ 
or on my website at https://www.executiveemploymentattorney.com/negotiating-your-new-cso-or-cto-employment-agreement/

With more than 12.4+ million page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CSOs, CTOs and other senior executives who are in tech and life science industries who are negotiating new job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com or call 617-875-8665.


About Robert A. Adelson, Esq.
Robert A. Adelson, Esq. is a corporate and tax attorney and partner at Engel & Schultz LLP, Boston, Massachusetts. He represents C-Level executives and key employees in negotiations over executive employment terms, equity, compensation, relocation, retention and separation agreements, severance packages, and where necessary suits over wrongful termination. 

Essential Employment Contract Terms for Medical Device and Biotechnology Executives

On December 29, 2018, CEOWorld magazine published an article I wrote on “Essential Employment Contract Terms for Medical Device and Biotechnology Executives”    The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. 

This article was designed for CEOs and other C-Suite, VPs or other senior executives in Medical Device, Biotechnology and other life science companies who, when negotiating a new job offer or employment contract or terms of executive compensation, need to give attention to essential employment terms in these fast growing and changing industries.

My article indicates how in these negotiations, the executive should seek key executive employment terms in the following important areas:

• Signing bonus to at least make you whole for anything you are giving up,
• Performance targets geared to your type and stage of life science company and its exit goals,
• Equity in scope and form matched to your position, stage of company and potential tax issues
• Relocation and other expenses (e.g. maintaining your M.D. license) again to keep you whole when you change companies.

The article also discusses executive severance terms and triggers for your protection in case changes necessitate you to change companies in the future.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2018/12/29/essential-employment-contract-terms-for-medical-device-and-biotechnology-executives/

Or on my website

https://www.executiveemploymentattorney.com/essential-employment-contract-terms-for-medical-device-and-biotechnology-executives/

With more than 12.4+ million page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CEOs and other senior executives in the medical device, biotechnology or other life science industries who are negotiating new executive job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.


About Robert A. Adelson, Esq.
Robert A. Adelson, Esq. is a corporate and tax attorney and partner at Engel & Schultz LLP, Boston, Massachusetts. He represents C-Level executives and key employees in negotiations over executive employment terms, equity, compensation, relocation, retention and separation agreements, severance packages, and where necessary suits over wrongful termination.