Use this for senior hires where the terms go beyond a standard appointment letter — deferred compensation, severance, board duties, garden leave, or a bespoke exit. The statutory appointment-letter particulars must still be present, so this agreement carries them rather than sitting alongside a separate letter.
Executive Employment Agreement
Between [COMPANY NAME] and [EXECUTIVE NAME]
Use this for senior hires where the terms go beyond a standard appointment letter — deferred compensation, severance, board duties, garden leave, or a bespoke exit. The statutory appointment-letter particulars must still be present, so this agreement carries them rather than sitting alongside a separate letter.
THIS AGREEMENT is made at [PLACE] on [DATE]
BETWEEN:
(1)[COMPANY NAME], a company incorporated under the Companies Act, 2013, bearing CIN [CIN], having its registered office at [ADDRESS] (the "Company"); and
(2)[EXECUTIVE NAME], [son / daughter of ______, aged ______ years], residing at [ADDRESS], holding PAN [PAN] [and DIN ______] (the "Executive").
NOW THEREFORE the parties agree as follows:
1. Appointment and Particulars
| Item | Detail |
|---|---|
| Designation | [DESIGNATION] |
| Reporting to | [The Board of Directors / NAME, DESIGNATION] |
| Date of commencement | [DATE] |
| Place of work | [FULL ADDRESS] |
| Nature of employment | [Permanent / Fixed term of ______ years] |
| Working hours | Such hours as are necessary for the proper performance of the role, and not less than [HOURS] per week |
| Probation | [Not applicable / ______ months] |
| Notice period | [NUMBER] months, on either side |
| Retirement age | [AGE] years |
| Board position | [The Executive will be appointed to the Board as a ______ / Not applicable] |
1.1The Company appoints the Executive and the Executive accepts appointment on the terms of this Agreement, which contains the particulars required to be included in a letter of appointment under applicable law.
1.2Where the Executive is appointed to the Board, that appointment is separate from this employment. Ceasing to be a director does not of itself terminate this Agreement, and ceasing to be an employee obliges the Executive to resign from the Board and from every office held in the Company and its group, immediately and without claim for compensation for loss of office.
1.3Where the appointment as a managerial person requires the approval of the members or of any authority, this Agreement is subject to that approval and to any limits on remuneration prescribed by law.
2. Duties
2.1The Executive shall perform the duties set out in Schedule 1 and such other duties consistent with the position as the Board may reasonably assign, shall use best endeavours to promote the interests of the Company, and shall comply with all lawful and reasonable directions of the Board.
8 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 9 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
For most employees the appointment letter is the right document and is what the statutory particulars requirement contemplates. Reserve this agreement for roles with deferred compensation, severance, clawback, board duties or a negotiated exit. Running two documents where one would do creates inconsistency between them.
The requirement to issue an appointment letter with prescribed particulars applies to senior employees as much as to anyone else. Clause 1 and the Schedules carry those particulars so that this agreement satisfies the requirement on its own. Do not issue this agreement and then omit the appointment letter on the assumption that a contract is enough.
Senior salary structures are the ones most often built around a small basic and a large allowance, because that historically minimised provident fund and gratuity. Under the consolidated definition, excluded components cannot exceed half of total remuneration, and the excess is added back. Schedule 2 carries a percentage line — complete it and check it.
Where the Executive is appointed as a managing or whole-time director, the remuneration may be subject to statutory limits and may require approval of the members and, in some cases, of an authority. Clause 1.3 makes the appointment subject to that approval. Check the position before agreeing a package, not after.
Clause 1.2 keeps the two distinct and obliges the Executive to resign from the Board on ceasing employment. Without it, a company can find itself having dismissed an executive who remains on its board, which requires a separate and public removal process.
Because a post-employment non-compete will not be enforced, the practical levers are deferred compensation that can be forfeited, a clawback on misconduct or restatement, garden leave, and robust confidentiality. Clauses 3.5, 3.6 and 6.5 are drafted as a package and are considerably more effective than a restraint clause that a court will strike down.
Clause 6.4 gives the Executive a right to leave and be treated as dismissed where the role is materially diminished. Executives ask for it; companies benefit from it too, because it defines what constitutes constructive dismissal instead of leaving it to be argued about, and it gives the Company a cure period.
Where severance is payable, making it conditional on a deed of release is standard and is what converts a payment into finality. The release should be a separate document, should list any preserved claims expressly, and should not purport to release statutory entitlements that cannot be waived.
Wages due on termination must be paid within two working days of the employment ending. Severance and deferred amounts may be paid on the contractual timetable, but accrued salary, leave encashment and reimbursements cannot wait for the release to be signed. Clause 6.6 separates the two.
Even for a senior executive, terminating for misconduct without notice of the grounds and an opportunity to respond is vulnerable. Clause 6.2 requires both. Where standing orders apply to the establishment, the procedure in them governs.
An executive who has served on the board will want cover for claims made after leaving, since liability can arise years later. Clause 4.3 provides run-off cover for a stated period. Agree the period and confirm the policy actually provides it — many do not without an express endorsement.
Clause 9.6 preserves the Executive’s statutory remedies. An arbitration clause that purports to exclude the jurisdiction of labour authorities is ineffective for matters within their exclusive jurisdiction, and drafting as though it does creates a false expectation on both sides.
Reflects Indian law current as of {{DATE OF USE}}. Wage definitions, managerial remuneration limits, settlement timelines and State rules all change — have this agreement and the remuneration structure reviewed by an employment adviser and a company secretary before execution.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.