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Termination & CIC

Employment Agreement

The contract, or CD&A-disclosed terms, governing an executive’s pay and severance.

An employment agreement is the negotiated contract setting an executive’s compensation terms, including severance and change-in-control provisions. Not every named executive officer has a standalone signed agreement of this kind — some companies instead disclose an executive’s potential severance terms only through the "Potential Payments Upon Termination or Change in Control" section of the proxy’s Compensation Discussion and Analysis, without a separately filed contract behind it.

Both forms are legitimate disclosure and both are read the same way for the purpose of understanding an executive’s severance exposure — the difference is where the terms live (a filed exhibit versus a CD&A narrative), not whether the company has made a real commitment.

A signed agreement filed as an exhibit typically carries its own effective date and, where relevant, amendment history, which is a level of paper trail a CD&A-only disclosure does not provide.

In practice

Leidos's severance terms for Leslie Fautsch, its CHRO, are disclosed through the proxy's CD&A potential-payments section rather than a standalone employment contract — a legitimate form of disclosure, not a lesser one.

See LDOS’s full page →
Related terms
Severance MultipleChange-in-Control Trigger (Single vs. Double)Clawback PolicyNon-Compete Period
For informational purposes only. Not investment, legal, or compensation advice.  The Pay Desk · Methodology · Terms · Privacy