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Executive Severance Agreement for Canada

Executive Severance Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that outlines the terms and conditions of an executive's departure from an organization. The document details severance compensation, continued benefits, equity treatment, and post-employment obligations while ensuring compliance with federal and provincial employment standards, human rights legislation, and tax regulations. It includes provisions for confidentiality, non-competition, non-solicitation, and release of claims, structured to protect both the employer's interests and the executive's rights under Canadian jurisdiction.

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What is a Executive Severance Agreement?

The Executive Severance Agreement serves as a critical document in Canadian corporate governance, designed to manage the separation of senior executives from an organization in a manner that protects both parties' interests and ensures legal compliance. This agreement becomes necessary when an executive's employment is terminated without cause, during organizational restructuring, or in mutual separation scenarios. It must comply with Canadian federal and provincial employment standards, particularly regarding minimum notice periods and severance calculations. The document typically includes comprehensive details about financial compensation, benefit continuation, equity treatment, and post-employment restrictions, while addressing specific Canadian tax implications and regulatory requirements. The agreement should be customized based on the executive's position, tenure, and specific provincial jurisdiction, as employment laws vary across Canadian provinces.

What sections should be included in a Executive Severance Agreement?

1. Parties: Identifies the company and the executive who are parties to the agreement

2. Background: Recitals explaining the context of the agreement, including executive's position and reason for separation

3. Definitions: Key terms used throughout the agreement including 'Cause', 'Good Reason', 'Change in Control', etc.

4. Termination Date: Specifies the effective date of employment termination

5. Severance Payments: Details of all monetary compensation including salary continuation, bonus payments, and payment schedule

6. Benefits Continuation: Description of health, dental, and other benefits to be continued post-termination

7. Equity Treatment: Handling of stock options, RSUs, and other equity-based compensation

8. Release of Claims: Mutual release of claims between parties

9. Confidentiality: Ongoing obligations regarding company confidential information

10. Return of Company Property: Requirements for returning company assets and information

11. Non-Disparagement: Mutual agreements regarding non-disparagement

12. Restrictive Covenants: Non-compete, non-solicitation, and other restrictive provisions

13. Cooperation: Executive's obligations to assist with transition and future matters

14. Tax Matters: Treatment of tax withholdings and compliance with Section 409A if applicable

15. General Provisions: Standard legal provisions including governing law, amendments, and severability

16. Execution: Signature blocks and date of agreement

What sections are optional to include in a Executive Severance Agreement?

1. Change in Control Provisions: Additional provisions that apply if termination is related to a change in control

2. Retirement Benefits: Special arrangements for retirement benefits or pension

3. Consulting Arrangements: Terms for post-employment consulting services if applicable

4. Board Resignation: Required if executive serves on company boards

5. Outplacement Services: Details of career transition assistance if provided

6. Legal Fee Reimbursement: Terms for company paying executive's legal fees for agreement review

7. Disability Provisions: Special provisions if termination is related to disability

8. Death Benefits: Provisions regarding payment to estate in case of death

9. Dispute Resolution: Alternative dispute resolution procedures if desired

10. Garden Leave: Provisions for paid non-active duty period if applicable

What schedules should be included in a Executive Severance Agreement?

1. Schedule A - Severance Calculation: Detailed calculation of severance amounts and payment schedule

2. Schedule B - Benefits Summary: Comprehensive list of benefits to be continued and their duration

3. Schedule C - Equity Awards: Detailed list of outstanding equity awards and their treatment

4. Schedule D - Release Agreement: Form of release agreement to be signed

5. Schedule E - Company Property Checklist: List of company property to be returned

6. Schedule F - Restrictive Covenant Details: Detailed terms of non-compete and non-solicitation provisions

7. Appendix 1 - Definitions: Extended definitions if too lengthy for main agreement

8. Appendix 2 - Tax Treatment Summary: Detailed explanation of tax treatment of various payments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Severance Agreement

Cost

Free to use

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