## Q76 key (Executive Exit Agreement Audit)

1. The predecessor advice is wrong. High compensation does not validate an otherwise overbroad covenant, and the court may sever but may not rewrite all core dimensions. Ava should not sign in reliance on future rescue. Missed: she accepts a work ban the court may simply refuse to reconstruct while severance is withheld.
2. Delete the noncompete if possible. Fallback must be no more than 12 months and limited to industrial sensors, Alder and Birch, and a role materially similar to Ava's responsibility, with an express right to work for a diversified company outside the restricted business. The 24-month worldwide any-capacity, any-division bar is unenforceable. Missed: unrelated industries, territories, and jobs are surrendered.
3. Limit customer nonsolicitation to 12 months and to customers or active prospects Ava materially served or learned material confidential information about in the final year; delete the ban on accepting unsolicited business. Limit employee nonsolicitation to 12 months, targeted recruitment of people she supervised or materially worked with, with general-advertising and unsolicited-applicant exceptions. Missed: ordinary employment and passive customer choice become breach.
4. Protect trade secrets while they remain trade secrets, limit other confidential information to two years, and add public-information, general-skill, independent-development, and lawful-source exclusions. Missed: Ava's experience is assigned to Meridian permanently.
5. Delete the one-year post-employment invention assignment. Any surviving assignment should cover only employment-period work using Meridian resources, confidential information, or opportunities. Missed: Ava's future independent product work is captured without a lawful nexus.
6. The $140,000 bonus and vested equity are earned and must be paid regardless of release or future competition. Severance may begin after the release becomes effective but cannot be used to claw back earned compensation. Missed: Ava trades vested value for disputed restraints.
7. Breach remedies should require written notice, a reasonable cure where curable, material breach, and final adjudication or agreed neutral determination before prospective severance suspension; repayment should be limited to severance paid during a proven material breach, not bonus or equity. Delete sole discretion and allegation-based forfeiture. Missed: Meridian can stop all pay on an accusation.
8. Add the seven-day revocation period and make only severance effectiveness contingent on its expiry. Priorities are earned compensation first, work freedom second, narrowed solicitation and confidentiality third, and procedural protection for severance fourth. Missed: Ava signs a release immediately without the supplied effectiveness rule or negotiates minor wording before existential terms.