You have been offered your dream job as an executive at a startup with a bright future. You were told you will be given an employment agreement.  What do you need to look for in this agreement? Here are the 10 most common issues to look out for:

1. Your base compensation and other benefits should be clearly stated.

2.  If you will get a bonus, include as much detail as possible about how it will be calculated and paid.  Some bonuses are discretionary, but it is better to base it on objective performance based criteria.

3.  Ideally, the agreement should provide that the bonus will be pro-rated if you do not work the entire year, and that you do not have to be employed at the time the bonus is paid to receive it.

4.  Non-compete agreements are typical. It is important to negotiate the least restrictive terms you can.  The higher you are in the food chain, the more likely it will be enforceable. Also make sure you aren't subject to any non-competes from prior existing/prior employers!

5.  Severance pay is a plus.  It is typically paid if you are terminated without cause, or if you resign for a good reason.

6.  The definition of “cause” is one of the most important features of the agreement.  You should negotiate the narrowest definition possible.

7.  “Good reason” for resigning typically includes a change of duties and change of control.  It can also include a change in  Board composition, especially in a closely held entity.

8.  If you are receiving any stock options or other stock rights, the details should be stated clearly in an option award agreement.  Pay special attention to vesting rules.

9.  Most agreements provide that any intellectual property you create while employed will belong to your employer.  If you own any intellectual property that you created before taking this position, you should specify that it belongs to you. 

10.  These agreements typically have broad protection of the employer’s trade secrets. You may also be asked to confirm that you have not misappropriated any trade secrets from a former employer.