Extract to table

Harding must be executed as a signed written instrument in order to be enforceable and to overcome the at-will presumption

Second, the automatic renewal provision—which provides for successive one-year renewals unless either party delivers 180 days' advance written notice of non-renewal—must be carefully drafted to specify the nature of the renewed term

If the agreement permits the employer to terminate the executive without cause during the fixed term (as is standard in CEO employment agreements), the agreement must specify the financial and other consequences of such termination

The executive must provide the employer with written notice within a specified period after the initial occurrence of the condition constituting good reason

Because of the severity of the penalties and the breadth of Section 409A's reach, virtually every CEO employment agreement must be drafted with Section 409A compliance as a foundational consideration

Severance payments that are contingent on the executive's termination of employment must be triggered by a "separation from service" as defined under Section 409A and the Treasury regulations thereunder