Executive & Employment Agreements
The terms you set with an executive shape what happens when the relationship ends, not just while it works. Get the comp, the equity, and the restrictive covenants right at the offer stage, and you avoid the disputes that surface at departure. We draft employment and separation agreements that hold up.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Executive employment attorneys for Bellevue and Seattle employers
Oseran Hahn helps Washington companies hire, retain, and part ways with key people on terms that hold: executive employment agreements, equity and bonus plans, non-competes and confidentiality covenants, and the separation and release agreements that close the relationship cleanly. The drafting that matters anticipates the day the relationship ends, since that's when vague comp terms and unenforceable covenants get tested. Washington regulates this area closely, including non-compete limits and steep wage-payment penalties, and the agreement that protects the business is the one written with those rules in mind from the start.
An executive hire is a relationship the company has to be able to start, reward, and end cleanly. We draft the employment agreement that sets compensation, duties, and the terms of exit; structure the equity and incentive plans that align the executive over time; write the non-competes, non-solicits, and confidentiality terms that protect the company within the limits Washington allows; get wage, hour, and worker classification right so the pay itself isn't a liability; and paper the separation, severance, and release that close the relationship with a waiver that holds.
Executive employment agreements and compensation
Most executive hires start with an offer letter, but the relationships that matter (a CFO, a key revenue producer, a founder joining a portfolio company) usually warrant a full employment agreement. That agreement fixes base salary, bonus structure, benefits, title and reporting lines, and the terms that govern departure: notice periods, "cause" and "good reason" definitions, and what the executive is owed in each exit scenario. Deferred and contingent compensation carries federal tax exposure that the drafting has to anticipate. Nonqualified deferred compensation has to comply with IRC § 409A, and a plan that misses its rules triggers immediate taxation plus a 20% penalty on the executive. Where a sale or change of control is on the horizon, severance and accelerated equity can become "parachute payments" under IRC § 280G, costing the company a deduction and the executive a 20% excise tax if they cross the statutory threshold. We draft compensation terms that say what everyone intends and price in the tax consequences before they bite, and we build in clawback and forfeiture provisions for the cases where they're warranted.
Equity and incentive compensation
Equity is how growing companies compete for executive talent without matching big-company cash, and the form it takes drives the tax outcome. Incentive stock options can qualify for favorable treatment under IRC § 422 but carry holding-period and volume limits; nonqualified options are more flexible and taxed at exercise. Restricted stock, RSUs, and LLC profits interests each behave differently, and for restricted stock subject to vesting, an IRC § 83(b) election filed within 30 days of grant fixes the recipient's tax basis at issuance rather than at vest, a one-page filing with large downstream consequences if it's missed. Privately held companies also have to set the strike price at fair market value to stay clear of § 409A, which usually means a defensible valuation behind every grant. We structure option pools and incentive plans, draft award agreements and the equity terms inside employment agreements, and coordinate vesting, acceleration, and repurchase rights so the plan does what the company intends when an executive stays, leaves, or the business is sold.
Non-competes, non-solicits, and confidentiality
Restrictive covenants are where Washington law is least forgiving, and where a covenant drafted for another state often fails here. Under RCW 49.62, the state's non-compete statute, a non-competition agreement is enforceable only against workers earning above an income threshold that the Department of Labor and Industries resets for inflation each year, the agreement's terms have to be disclosed by the time of the offer, and a covenant longer than 18 months is presumed unreasonable. Get it wrong and the statute exposes the employer to statutory penalties and the employee's attorney fees. Non-solicitation and confidentiality provisions sit outside the non-compete rules and remain a practical way to protect client relationships and proprietary information, if they're drafted to the narrower standards courts actually enforce. Behind the contract sits trade-secret law: the Washington Uniform Trade Secrets Act (RCW 19.108) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836) protect genuinely confidential information whether or not a covenant exists. We draft covenants calibrated to RCW 49.62 and pair them with confidentiality and assignment terms that hold when an executive moves on.
Wage, hour, and worker classification
The most expensive employment mistakes are usually the quiet ones: paying a salary and assuming it makes someone exempt, or treating a long-term contractor as anything but an employee. Washington's Minimum Wage Act (RCW 49.46) and the federal Fair Labor Standards Act (29 U.S.C. § 201) set overtime and exemption rules, and an executive, administrative, or professional exemption depends on both job duties and a salary that clears the state threshold, which now runs ahead of the federal floor. Misclassifying a non-exempt employee as exempt creates unpaid-overtime liability, and under Washington's wage statutes (RCW 49.48 and RCW 49.52) a willful failure to pay wages can double the amount owed and add attorney fees. Worker classification carries its own exposure for taxes, benefits, and wage claims. Washington's Equal Pay and Opportunities Act (RCW 49.58) adds pay-transparency and salary-history rules that reach into how offers are made. We review classification and pay practices, build exemption and offer terms that survive an audit or a claim, and fix the structures that don't.
Separation, severance, and release agreements
How an executive relationship ends is where the earlier drafting gets tested, and where a clean release is worth what it costs. A severance agreement typically trades a defined payment and benefits continuation for a release of claims, but a release only works if it's enforceable. Waivers of age-discrimination claims by anyone 40 or older have to meet the Older Workers Benefit Protection Act (29 U.S.C. § 626(f)), which requires specific disclosures, a 21-day window to consider, and a 7-day window to revoke. Washington's Silenced No More Act (RCW 49.44.211) limits non-disparagement and confidentiality terms that would bar an employee from discussing illegal conduct, so a separation agreement that overreaches can be void in part. We draft severance and release agreements that secure the protection the company is paying for: enforceable releases, calibrated non-disparagement and reference terms, treatment of equity and deferred comp on the way out, and the continuation-of-benefits and final-pay mechanics Washington requires. When a departure is contentious, getting these terms right is what keeps it from becoming litigation.
Sixty years of business practice means we've drafted the agreements that hold and been called in when someone else's didn't. Employment terms get litigated at the worst moments, and that perspective shapes how we draft them.
We draft for the exit, not just the offer.
Most employment disputes trace back to a vague "cause" definition or a non-compete that was never enforceable in Washington. We write the terms that get litigated as if they already have been.
Washington rules, not a national template.
Non-compete thresholds, wage-payment penalties, and the Silenced No More Act all turn agreements that work elsewhere into liabilities here. We draft to the state your people actually work in.
Litigation and drafting under one roof.
When a covenant or severance release is challenged, the litigators down the hall defend it. We draft knowing exactly what gets contested in court.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
How long does it take to put an executive employment agreement in place?
A straightforward executive agreement usually takes one to two weeks from term sheet to signature. The negotiation, not the drafting, is the variable: equity, severance triggers, and non-compete scope are where the time goes. When a deal or financing is driving the timeline, we can move faster.
Do you draft equity and incentive compensation plans?
Yes. Stock option pools, ISO and NSO grants, RSUs, and LLC profits interests are regular work, along with the § 409A and § 83(b) mechanics behind them. We handle both the plan documents and the equity terms inside individual employment agreements.
Can you represent both the company and the executive?
Usually no. We represent the business, and when an executive needs to be advised on their own agreement we say so and recommend separate counsel. Where the interests genuinely align, we'll be direct about it in the engagement letter.
Do you work with remote and out-of-state employees?
Yes. Multi-state teams are common, and they raise real questions: which state's non-compete and wage rules govern, and how an agreement should be drafted to work across them. We coordinate Washington terms with the law where the employee actually works.
What if an employment dispute or non-compete fight develops?
Our litigation team is in the same office, on the same client matters. If a covenant, severance release, or wage claim is contested, you don't need to find new counsel. We draft employment agreements knowing what gets challenged in court.
When is it time to bring in an employment-agreements attorney?
Before you send the offer, not after the dispute. Before a key hire, a financing, or a sale puts executive comp and equity in play. Before you reuse a non-compete from another state. Washington regulates pay, covenants, and separation closely, and the terms are far cheaper to get right at the offer than to litigate at the exit.
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We'll help you protect the relationship and the business.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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