How to compare draft and executed versions for Executive Employment Agreements

Compare the complete signed employment package against the last company-approved draft, not merely the latest file in the negotiation folder. Establish version provenance, compare text, inspect signatures and attachments, and assess each difference against compensation mechanics, termination rights, and approval records. The deliverable is a source-linked comparison checklist separating documented concessions from unexplained changes, identifying missing evidence, and assigning corrective action. Preserve the executed agreement unchanged; prepare any proposed correction separately for legal review and appropriate approval.

When to use this workflow

Use this workflow when company counsel receives an executive’s signed agreement, inherits an incomplete negotiation file, or reconciles employment documents during acquisition diligence. It is especially useful when equity awards, retention arrangements, or release forms circulated separately from the employment agreement.

The task is version reconciliation, not renegotiation or a complete employment-law audit. Determine whether execution introduced changes requiring approval, implementation adjustments, or further legal analysis.

This guide takes a US company-side transactional perspective. Contract rights depend on wording, governing law, facts, and deal context. Refer differences affecting wages, restrictive covenants, choice of law, or enforcement for state-specific review based on the executive’s location and employer.

What you need

Collect these inputs before treating the comparison as complete:

• The last approved draft, preferably in native format, and the approval record identifying that version.
• The executed agreement, signature pages, available signing records, and incorporated schedules and exhibits.
• Amendments, side letters, bonus plans, equity awards, retention arrangements, restrictive-covenant documents, and the referenced release form.
• Company approvals addressing compensation, severance, transaction protection, equity treatment, and repayment concessions.
• The company’s negotiation checklist, including preferred terms, approved fallbacks, rationale, and approval authority.
• The executive’s role, employing entity, work location, effective date, and relevant transaction context.

Identify employment counsel and owners for compensation, benefits, payroll, and tax questions. Distinguish documents incorporated into the agreement from related documents reviewed for context. Missing documents should limit the conclusion rather than invite assumptions about intent.

Use the template

Use the Executive Employment Agreements — Version comparison checklist below. Copy this table into your working document or spreadsheet. It is a review work product, not an agreement or approval instrument.

Assign stable document IDs: D01 for the approved draft, E01 for the executed agreement, and A01 for an approval record. Source cells should include section, page, and the operative wording. Split independently significant changes into separate rows.

“Impact / dependency” captures consequences and linked definitions or documents. “Evidence / status” distinguishes confirmed text, uncertain extraction, missing documents, and approval status. Keep absent language separate from an unavailable attachment. “Closure proof” identifies the verified source, approval, or completed follow-up supporting disposition. A reviewer’s acceptance does not establish approval by the designated company decision-maker.

Step by step

1. Establish the approved baseline and signed package

Determine which draft the company authorized for signature. A file named “final” is insufficient if a later email approved only a specific concession. Record the approver, version, approval scope, and conditions. If an email authorized a change never incorporated into a consolidated draft, preserve both records and explain that limitation.

Inventory the signed package by document ID, title, date, page count, and referenced attachments. Check the executive, employing entity, signature pages, and effective date. Distinguish signing dates from an expressly different effective date.

Record: a baseline row tied to approval evidence and separate rows for missing or mismatched components. Label the comparison provisional if provenance remains unresolved.

2. Compare text and inspect the signed pages

Run a document comparison using working copies, recording the direction as approved draft to executed version. If the signed agreement is scanned, use extracted text only as an aid. Inspect original pages for handwritten edits, initials, omissions, cropped text, blank fields, and substituted schedules.

Check tables, footnotes, headers, and signature blocks separately. Verify compensation figures, percentages, negative signs, decimal points, and dates visually. A clean text comparison cannot establish that the correct bonus schedule accompanied the signature packet.

Record: paired source citations for each substantive difference. Dismiss extraction artifacts only after checking the signed page, retaining the reason and reviewer identification.

3. Classify changes by consequence and authorization

Separate formatting differences from changed economics, conditions, decision-making authority, and incomplete documentation. Assess legal, financial, and operational consequences distinctly where relevant. A changed notice address may affect administration without changing severance economics.

Match substantive changes to the company’s negotiation checklist and approval trail. Use statuses such as authorized, unexplained, outside documented authority, and evidence missing. Neither a company-favorable change nor a familiar fallback establishes authorization. Conversely, an unexplained change does not establish invalidity.

Record: the consequence, approval evidence, decision-maker, and proposed response. Assign factual or legal questions rather than closing them through inference.

4. Reconcile compensation and incentive mechanics

Compare salary, bonus opportunity, guaranteed payments, retention installments, reimbursements, and equity references. Separate eligibility, performance measurement, certification, vesting, payment, forfeiture, and repayment. A deleted continued-service condition may matter more than an unchanged amount.

An actual SEC-filed agreement illustrates the distinction: Virgin Galactic’s agreement with Michael Colglazier sets a target annual bonus while retaining performance-based Board discretion and a continued-employment condition. It illustrates negotiated wording, not a market benchmark (Exhibit 10.1, § 2(b)(ii)). (sec.gov)

Record: the changed amount or formula, conditions, plan references, and any illustrative exposure calculation. State assumptions, preserve units, and request missing award documents rather than inferring equity treatment from a summary reference.

5. Trace termination changes through linked provisions

Compare Cause, Good Reason, disability, change in control, notice, cure, resignation, and release conditions as a connected system. A broader Good Reason definition can change exposure despite an unchanged severance multiple. Separate ordinary termination from transaction-related termination, death, and disability; check offsets and potentially overlapping benefits.

Compare the release form and its payment linkage. For waivers governed by ADEA § 626(f)(1), selected requirements include additional consideration, written advice to consult counsel, specific reference to ADEA claims, and no waiver of future claims (29 USC § 626(f)(1)). (eeoc.gov)

That provision generally requires at least 21 days to consider an individual waiver, 45 days for specified group programs, and seven days after execution to revoke; covered group programs also require disclosures. These are not universal employment-contract deadlines, and § 626(f)(2) separately addresses specified pending-charge or litigation settlements. (eeoc.gov)

Record: changed triggers, deadline formulas, linked benefits, release dependencies, and unresolved coverage questions. Verify receipt rules and calendar-versus-business-day wording before calculating dates.

6. Escalate payment-timing and transaction-tax differences

Route changed payment triggers, schedules, release conditions, and delay clauses to tax counsel. Determine coverage or exemption first. For covered deferred compensation, § 1.409A-3 identifies permissible payment events and generally requires objectively determinable, nondiscretionary timing. Contract labels alone do not establish the regulatory event (26 CFR § 1.409A-3(a)–(b)). (ecfr.gov)

The specified-employee rule generally delays covered separation-triggered payments until six months after separation, or earlier death, subject to applicable exceptions. It is not a blanket delay for every executive or severance payment. (ecfr.gov)

Changed transaction benefits may require analysis beyond cash severance. The § 280G threshold generally concerns aggregate present value of relevant change-contingent compensation reaching at least three times a disqualified individual’s base amount, subject to coverage and exceptions. That threshold is distinct from calculating excess parachute payments using allocated base amounts (26 CFR § 1.280G-1, Q/A-2, Q/A-3 and Q/A-30). (ecfr.gov)

Record: changed wording, affected payments, missing valuation or status inputs, and the tax-review owner. Do not turn the comparison into an unsupported tax conclusion.

7. Resolve differences without rewriting the signed record

Give each material row a disposition: documented concession, verified non-substantive difference, implementation update, further investigation, or proposed corrective documentation. Separate what the signed package says from company intent and counsel’s recommendation.

Preserve the signed package and comparison evidence. Prepare any proposed amendment or other correction separately for appropriate review and approval. Communicate confirmed operational changes without describing unresolved interpretations as settled instructions. Recheck linked definitions and cross-references in the corrective draft.

Record: decision, supporting evidence, owner, and closure condition. Deliver a short handoff memo linked to checklist IDs, distinguishing completed dispositions from pending actions.

Worked example

This scenario and all parties, documents, amounts, and clauses are fictional.

North Quay Robotics, Inc. hires Elena Hart as chief operating officer. D01 is the approved draft; E01 is the returned signed agreement. A01 authorizes a $420,000 salary and a 60% target annual bonus but no ordinary-severance change. Both versions define Target Bonus as 60% of annual Base Salary. The returned packet lacks the referenced release exhibit.

D01 provides 12 months of base salary for a specified qualifying termination. E01 adds one annual Target Bonus. Both versions provide a $90,000 retention installment, but E01 deletes its payment-date service condition while retaining a termination cross-reference. No supplied approval addresses either change.

The $252,000 increase equals $420,000 multiplied by 60%, assuming the qualifying termination conditions apply and no offset reduces payment. It is not a determination of entitlement. V02 cannot support a definitive payment instruction because the retained cross-reference has not been resolved.

The findings prevent a “matches approvals” handoff. V01 needs a company decision; V02 needs interpretation; V03 prevents a complete-package conclusion. Recovering Exhibit B could resolve V03 without an amendment. Approval or correction of the other differences requires separate decisions, not alteration of E01.

Common mistakes

• Using the latest file as the baseline. Tie authorization to a specific version and any later approved changes.
• Comparing amounts but not conditions. Review discretion, service, performance, forfeiture, and repayment alongside economics.
• Treating an unavailable exhibit as deleted. Record missing evidence until the execution package is verified.
• Ignoring linked definitions. Trace changed termination language through benefits, release requirements, and payment timing.
• Editing the executed file to match intent. Preserve the record and prepare corrective documentation separately.

Final quality check

• Baseline and approval scope are identifiable.
• Package inventory accounts for signatures, exhibits, schedules, and related side letters.
• Material differences have paired citations verified against original pages.
• Economic comparisons preserve units, conditions, definitions, and calculation assumptions.
• Release, termination, state-law, and tax dependencies are resolved or expressly assigned.
• Wording evidence, approval evidence, and legal interpretation remain distinct.
• Open issues have named owners and closure conditions; the handoff accurately states review limitations.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Use its contract review workflow in Word with company-side, deal-specific instructions. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports work across the agreement package; lawyers retain responsibility for provenance, approvals, and interpretation. Keep proposed corrections separate from signed originals. Book a demo to discuss this workflow.

Frequently asked questions

What if no approved draft can be identified?

Compare the best-supported candidate versions and label the baseline provisional. Ask the approving lawyer or business owner to resolve provenance. Do not characterize deviations as unauthorized against an assumed baseline.

Can a clean redline establish that the signed package matches?

Not alone. Verify signatures, handwritten edits, page completeness, and attachments visually. Text comparison can miss package-level differences or reproduce extraction errors.

Should every difference require corrective documentation?

No. Some are documented concessions or formatting changes. Counsel should determine disposition from wording, approval evidence, governing law, and consequences rather than automatically seeking re-execution.

Should the checklist include unchanged provisions?

Include selected unchanged provisions needed to demonstrate scope, especially severance formulas, release conditions, and incorporated compensation documents. Cite both versions and mark them verified unchanged without obscuring material exceptions.

Sources

• 26 CFR § 1.409A-3: Permissible payments.
• 26 CFR § 1.280G-1: Golden parachute payments.
• EEOC: ADEA statutory text, § 626(f).
• SEC: Virgin Galactic–Colglazier employment agreement, Exhibit 10.1.

Scope: general professional workflow guidance using the October 13, 2026 research cutoff. The regulatory pages displayed updates through October 9, 2026; intervening changes were not independently established.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.