Review Executive Employment Agreement Against Company Playbook

---
name: review-executive-employment-agreement-playbook
task_id: intellectual-property/review-executive-employment-agreement-against-company-playbook
description: Reviewing a draft executive employment agreement against a company playbook, equity plan, and negotiation correspondence to produce a deviation report.
activates_for: [planner, solver, checker]
---

# Skill: Review Executive Employment Agreement Against Company Playbook

## 1. Subject-matter triage
- Identify the governing source set before analyzing: draft employment agreement, company playbook, negotiation correspondence, and equity plan.
- Determine whether there is one executive or multiple proposed signatories; if multiple, analyze each separately rather than blending terms.
- Distinguish deal terms that are mandatory from those that are negotiated exceptions or context-only references.

## 2. Failure modes the skill is correcting
- Reviewing the employment agreement without cross-referencing the equity plan to confirm that equity terms track plan mechanics for grant, vesting, acceleration, forfeiture, and termination treatment.
- Missing negotiated deal points embedded in emails that should have been reflected in the draft but were omitted, softened, or reworded.
- Treating playbook guidance as a generic checklist instead of a clause-by-clause benchmark with specific deviations.
- Missing interactions between compensation, termination, equity, restrictive covenants, and tax-protection language.
- Relying on a visual mark-up or vague commentary instead of a discrete issue list with clearly actionable redlines.

## 3. Legal frameworks / domain conventions that apply
- Executive employment agreements are bilateral instruments; review each clause against the playbook from both the company and executive perspective, then identify where the draft departs from stated house position.
- Equity terms in the employment agreement must remain consistent with the equity plan and any award documentation; the agreement should not override plan mechanics unless the governing approvals expressly allow it.
- Change-of-control provisions often turn on whether acceleration is single-trigger or double-trigger and whether severance, bonus, equity, and benefits are bundled or separated; analyze the clause in light of the broader compensation package.
- Golden parachute and tax-protection language should be assessed under the applicable tax regime, including Section 280G and any best-net, cutback, or gross-up architecture that the source documents indicate.
- Clawback language must be checked against the company’s clawback policy and any listing-standard requirements that apply to the issuer.
- Restrictive covenants should be reviewed for enforceability in the governing work jurisdiction, including any limits on duration, geography, scope, consideration, and post-termination reach.
- Employment-status language should be checked for consistency with the intended relationship structure and any express carveouts in the playbook.
- Where the source documents identify a controlling rule, policy, statute, regulation, or case, cite that authority directly in the analysis; do not state a legal conclusion without the supporting authority.

## 4. Analytical scaffolds
1. Enumerate the agreement sections and related source documents that govern each section before analyzing deviations.
2. For each section, compare the draft term to the playbook position and identify whether the draft is aligned, broader, narrower, or silent.
3. For each issue, capture three closing elements: the relevant scale or threshold from the source set, the clause or document interaction, and the client consequence.
4. Distinguish true deviations from drafting cleanups, and distinguish negotiated concessions from accidental omissions.
5. Check whether equity language matches the plan on eligibility, grant timing, vesting, acceleration, forfeiture, and any termination-triggered treatment.
6. Check whether change-of-control language matches the intended trigger structure and whether tax-protection language is present, absent, or inconsistent.
7. Check whether restrictive covenant language is likely to be enforceable as drafted in the relevant jurisdiction and whether it overreaches relative to the playbook.
8. Check whether any carveouts, exceptions, or definitions create internal inconsistency across the agreement and the source set.
9. Assign a uniform ordinal severity level to every issue and rationalize that level in one line.
10. End with concrete recommendations that identify who should act and when.

## 5. Vertical / structural / temporal relationships
- Track dependencies between the agreement and the equity plan: where the agreement refers to equity but the plan governs the operative mechanics, the plan controls unless a valid override is documented.
- Track dependencies between negotiation emails and the draft: if an email records agreement on a point, verify whether the point was carried into the draft, changed in substance, or dropped.
- Track dependencies across time: pre-closing, effective date, commencement, vesting periods, termination date, and post-termination survival should be mapped distinctly.
- Track whether rights are triggered by a single event or by a sequence of events; do not collapse conditioned rights into standalone entitlements.
- Track whether a clause is global or limited by section, definition, or schedule, because a local exception may alter the apparent playbook deviation.
- Where multiple executives, award tranches, or termination scenarios exist, analyze each separately and do not assume one scenario resolves another.

## 6. Output structure conventions
- Produce a deviation report, not a narrative memo.
- Use industry-conventional issue headings organized by agreement section or topic area.
- Include a short framing summary that states the overall alignment of the draft with the playbook, the equity plan, and the negotiation history.
- Use a uniform severity scale defined once at the top and apply it to every issue entry.
- For each issue, include:
  - the clause or topic;
  - the playbook position;
  - the deviation or omission;
  - the severity;
  - the source cross-reference;
  - the legal or commercial consequence;
  - a recommended redline or fix.
- When a clause is aligned, note the alignment only if it resolves a disputed point or confirms a negotiated concession.
- Where the draft should be revised, express the suggested change in practical drafting terms, not abstract principles.
- End with a Recommended Actions section that assigns the next step to the responsible role and gives a timing anchor tied to signing, final review, approval, or circulation.
- Keep the report concise, but complete enough that each issue can be understood from the report alone.