For many executives, equity is worth more than salary and bonus combined. Restricted stock units, stock options, performance shares, profits interests and deferred compensation can represent years of work, and much of that value is decided in a few lines of a plan document at the moment you leave. Mansell Law represents executives, senior professionals and founders in New York City and nationally in protecting and negotiating their equity at hiring, during disputes, and at separation.

Our attorneys have extensive experience reviewing equity award agreements, negotiating vesting and exercise terms in separation agreements, and pursuing equity that a company has wrongly withheld or forfeited. We focus on one goal: securing the strongest available outcome on the compensation you earned.

Why Equity Is Often the Largest Issue at Separation

Salary stops on your last day. Equity does not follow such a simple rule. Whether unvested awards forfeit, accelerate or continue vesting depends on how your departure is classified, what your award agreement and plan say, and what you negotiate. The difference between a termination “without cause” and a resignation for “good reason,” or between a “good leaver” and a “bad leaver,” can be worth more than the entire cash severance package.

Companies draft these documents to protect the company. An experienced executive compensation lawyer reads them to protect you, identifies the leverage points, and negotiates before deadlines run.

Public Company RSUs, PSUs and Stock Options

Executives at public companies typically hold some combination of restricted stock units, performance share units and stock options. At separation, the key questions include:

Which awards vest, forfeit or continue vesting after termination, and whether the answer changes for a termination without cause, a resignation for good reason, death, disability or retirement.
How performance awards are treated, including whether they are prorated, paid at target or paid based on actual performance.
How long you have to exercise vested options after employment ends. Many plans allow only a short window, and incentive stock options generally must be exercised within three months after employment ends to keep their favorable tax treatment under Internal Revenue Code Section 422.
Whether trading blackout periods, insider trading policies or Rule 10b5-1 trading plans limit when you can actually sell.
Whether a change in control triggers acceleration, and whether that acceleration is single trigger or double trigger.

Many of these terms can be improved in a negotiated separation agreement, including extended exercise windows, continued vesting through a notice or garden leave period, and favorable treatment of performance awards.

Pre-IPO and Startup Equity

Equity in a private company carries different risks. Shares may be illiquid for years, and the company often holds rights that can sharply reduce their value to a departing executive. We review and negotiate:

Vesting schedules, cliffs and acceleration on termination or acquisition.
Post-termination option exercise periods, which can force a departing executive to pay a significant exercise price, and sometimes tax, for shares that cannot yet be sold.
Company repurchase rights and rights of first refusal, including whether the company can buy back vested shares at cost or at a price it sets.
Early exercise arrangements and the 30-day deadline to file a Section 83(b) election.
How equity is treated in an IPO, merger or sale, including lockups and the effect of the deal on unvested awards.

Private Equity, Profits Interests and Incentive Units

Executives at private equity backed companies are often paid in profits interests, incentive units or carried interest held through a holding company or limited partnership. These arrangements frequently include good leaver and bad leaver provisions, call rights that let the sponsor repurchase units at a discount, and restrictive covenants tied to forfeiture. We analyze how your departure will be classified, what a call right would actually pay, and how to negotiate leaver status, repurchase price and timing before you sign a release.

Bonuses, Deferred Compensation and Clawbacks

Long-term incentive plans, deferred bonuses and nonqualified deferred compensation plans raise their own issues at exit:

Bonus entitlement. Under New York law, whether an earned bonus is protected “wages” depends on how it is structured. In Truelove v. Northeast Capital & Advisory, Inc., 95 N.Y.2d 220 (2000), the Court of Appeals held that a discretionary bonus tied to the employer’s overall financial performance was not “wages” under the New York Labor Law. The exact plan language matters, and contract claims may still be available.
Deferred compensation timing. Payments subject to Internal Revenue Code Section 409A must follow strict timing rules. A failure can trigger immediate taxation plus a 20% additional tax, and specified employees of public companies may face a mandatory six-month payment delay after separation.
Golden parachute rules. Payments contingent on a change in control can trigger Sections 280G and 4999, which impose a 20% excise tax on excess parachute payments. Whether your agreement includes a cutback, a best net provision or a gross-up can significantly affect what you keep.
Clawbacks. Under Securities and Exchange Commission Rule 10D-1 and the stock exchange listing standards adopted under it, listed companies must recover erroneously awarded incentive-based compensation from executive officers after an accounting restatement. Many companies also have broader clawback and forfeiture policies tied to misconduct or competition.

Forfeiture for Competition and Restrictive Covenants

Equity and deferred compensation are often conditioned on non-competition, non-solicitation and confidentiality obligations. New York courts treat these provisions with care. In Post v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 48 N.Y.2d 84 (1979), the Court of Appeals refused to enforce a provision forfeiting an employee’s earned benefits for competing after he was terminated without cause. Whether a forfeiture provision is enforceable depends on its terms, the circumstances of your departure and the governing law, so it should be reviewed before you accept a new role. See our non-compete and non-solicitation page for more.

How We Help Executives Protect Their Equity

Offer and award review. Before you join a company or accept a grant, we review the plan, award agreements and employment agreement and negotiate protections that matter at exit, including good reason, severance multiples and acceleration.
Separation negotiation. When you are leaving, we quantify your equity under each possible scenario and negotiate vesting, exercise periods, leaver status and release terms as part of your severance negotiation.
Disputes. When a company forfeits, miscalculates or refuses to deliver equity or deferred compensation, we pursue the claim through negotiation, arbitration or litigation, often alongside related discrimination, retaliation or whistleblower claims that increase leverage.
Coordination with advisors. Equity decisions carry tax and financial consequences. We work alongside your tax advisor and financial planner so the legal terms we negotiate fit your broader plan.

Learn more about our representation of executives and our related work on executive compensation and executive employment agreements.

Frequently Asked Questions

Can I negotiate what happens to my unvested equity when I am terminated?

Often, yes. Separation agreements are negotiated documents, and companies regularly agree to continued vesting, partial acceleration, extended exercise periods or cash payments in exchange for a release, especially when the executive has potential claims or other leverage. The time to negotiate is before you sign.

How long do I have to exercise my stock options after I leave?

It depends on your plan and award agreement. Many plans provide a short post-termination exercise window, and incentive stock options generally must be exercised within three months after employment ends to keep their tax-favored status. Missing the deadline can mean losing the options entirely, so confirm your dates immediately.

Does it matter whether I resign or am terminated?

Yes. Award agreements commonly treat a termination without cause or a resignation for good reason more favorably than a voluntary resignation or a termination for cause. Before you resign, have the definitions of cause and good reason reviewed.

Should I sign the separation agreement before my equity is resolved?

Generally, no. A release can waive claims to equity and other compensation. Make sure the agreement states exactly how each award will be treated before you sign it.

Do you only represent executives in New York?

We represent executives in New York City and work with executives nationally on equity and compensation matters, subject to the rules of the jurisdiction involved.

Featured Coverage

Executive Severance Negotiations in NYC, by Greg Mansell, Featured in Best Law Firms (June 2026)
The Playbook on Executive Contracts and Severance in New York City, by Greg Mansell, Best Lawyers (June 2026)
Severance Lawyers NYC: High-Stakes Severance Negotiations for Executives and C-Suite Leaders, Best Lawyers (October 2026)
Mansell Law: The Go-To Firm for Executive and C-Suite Severance Negotiations, Chambers (September 2026)
Mansell Law: A Preeminent Firm for High-Stakes Discrimination Litigation, Chambers (September 2026)

Speak With an Executive Equity Compensation Lawyer

If you are negotiating an offer, facing a separation, or believe your company has wrongly withheld equity, contact Mansell Law for a confidential consultation. Call (646) 921-8900 or contact us online.

This page provides general information, not legal or tax advice, and does not create an attorney-client relationship. Tax consequences depend on your circumstances and should be reviewed with a qualified tax advisor.