Here are some bits and pieces from Gene Jacob's talk to the TLA in December 2002 that add to his other material on our site.

• Non Profits
  • Know what the content is of the job and the scope of your authority
  • They may not have money to fight over- i.e. how much you get paid
  • Instead, they can fight over turf
  • One way to counter it- get a clause into your agreement that you will have duties commensurate with your type of position.
• Job Content
  • Often find about things too late after you have landed
  • For example
    • a brother in law of the owner is a major supplier and your hands are tied
    • your spending authority is much less than you thought
    • others are involved in your low or mid level decisions
• Turnaround Situation
  • Bias may shift to lump sum separation agreement rather than over time
  • If goes into bankruptcy, would still have to fly with the judge
  • Sometimes deals with letters of credit
  • Perhaps see if separation can be passed through, i.e. guaranteed by the outside investor
• Outplacement
  • Know what the scope of service really is
  • All over the map- could be much less than you expect
  • Way to counter is to spell out the scope of services in your employment agreement
    • Say including but not limited to  …….
  • Consider checking with outplacement firms and see what kind of services they list in their agreements
  • Term- see if you can have it continue until you land
• Mutual Release
  • Get mutual release so they don’t come after you later
  • Otherwise, yours could be the empty chair and you be the one everyone blames later on
• Non Solicitation
  • This is where a past employer has an agreement with you not to hire a key person
  • What if there is key person from your past job that you badly need?
  • Story often goes, I was at my son’s soccer game, this other person happened to be there, he said he was in the market, so I said to call human resources.  I had nothing to do with the hiring.
  • If that person is hired, past company may likely sue
  • They will aggressively go after the records
    • Palms, emails, computers, phone records
  • Usually they find that there has been a trail of conversations over a period of time
  • Point is- it can be tough to hire the person away
• Non Competes
  • Courts do not like these
  • Greater chance that this can be picked away at and ruled nonenforceable
  • For example, company cannot cherry pick and just go after one executive
  • If they let someone slide and go to a competitor, then hard to go after someone later
• Change of control
  • Old days- single trigger- just change in ownership
  • Now must have to pass multiple triggers
    • Change in ownership
    • And change in job- make it be material adverse change
      • Make it so you can still walk
  • There are some not nice CEO’s out there
  • Example- CFO nice headquarters job multiple 100k comp
    • New CEO
    • Changed job to director of finance
    • Work out of Gary plant in the basement
  • Things to include in scope
    • Relocation away from corporate
    • Relocation of house
    • Change in comp
    • Change in title
    • Other breach in employment agreement
  • Put it in so nobody can mess with your job
• Walk Rights
  • Not common
  • Wonderful to get
  • Change of control
  • Nothing has happened to trigger reason to leave
  • You have the voluntary option to leave the company
    • Example- after 1 year
    • You then have 30 days to trigger this
  • Gives you leverage to negotiate a better package when that year comes up
  • Don’t hesitate to ask for it- use it as a trading tool