Can I sell my shares while under a non-compete?

Usually yes: covenants restrict working, not holding or selling what you already own. Confirm the distinction in writing with the stock administrator and counsel, and check whether any blackout window or trading plan still applies after separation.

Do equity terms survive a garden leave period?

It depends on the plan and the letter. Vesting may continue if service credit continues, but the post-termination exercise window normally runs from separation regardless of leave. Ask for both dates in writing before signing.

What should an executive negotiate first in an exit?

Restriction scope, leave length with pay and benefits, exercise deadlines, deferred payout conditions, and fee or venue terms. Bundle them into one severance letter so the cash and covenant answers arrive together.

Does a paid stand-down trigger a bonus clawback?

It can, if the plan ties repayment to leaving before a specific date. Ask for the plan document rather than a summary, and state your written position before any demand letter arrives.

Executive Non-Competes: The Package

Executive non-competes sit inside the package: garden leave, PTEP windows, 280G lines, fee-shifting, venue, and settlement-linked sales. The package paper fixes the SGA weeks (see the base map in the non-compete map).

The Package Lines

Garden leave & PTEP: paid notice weeks keep access and exercise windows; the severance ask is in the scripts guide and the 280G trades in the 280G cross.
Fees & venue: loser-pays, bond, and forum lines decide who moves first; the appeals map is in the appeals guide, and fees in the fee-shifting guide.
Settlement sales & SGA: settlement money hits 1099-B, fee lines, and earned weeks (see the settlement sales guide and the SGA guide).

Enforcement is in the enforcement guide, injunctions in the remedies guide, public trails in the records guide, and mobility in the 2026 mobility guide. The comp archive is in the records guide.

Put the rule into action

Write the letter with the free Non-Compete Disclosure Letter generator. The state pages carry the local payout and notice windows, and the application tracker keeps the follow-up date in writing.

The clause is negotiated in the package, not in the offer letter

For an executive, the non-compete is priced through the exit package. Seven terms interact, and every one of them should be written before you sign a separation agreement:

Garden leave length, and whether pay and benefits continue for the full restriction period.
Restriction clock start: leave start versus separation date. The difference can be months.
Post-termination exercise window, which keeps running during leave and does not wait for the clause to expire.
Deferred payout conditions, where bonus or retention money is conditioned on compliance with the covenant.
Fee-shifting and venue, which decide who pays and where if enforcement starts.
Bonus clawbacks, because leaving before a date can trigger repayment even during paid leave.
Release scope, which can quietly cover award and covenant claims.

Bundle the asks in one letter with the severance negotiation generator, and read the garden leave entry and the 280G entry before signing a closing agreement in a deal context.

Sequencing the exit when equity is attached

An executive exit with equity has four clocks, and they do not run together:

Restriction period: bars competing work, usually not the sale of shares you already own. Confirm that distinction in writing with the stock administrator and counsel.
Exercise window: measured from separation. Print it with the vesting calculator and do not assume leave extends it.
Vesting credit: ask whether service continues during leave, and whether transition months count.
Coverage end date: starts continuation elections while you are still salaried, so get the date in writing.

Then model the tax year: severance income, accelerated vest, and an option exercise can land in the same year, which raises both brackets and alternative minimum tax. Ask for the parachute calculation and any cutback clause before signing, and keep the four dates, plus the sale or exercise decisions, in the application tracker.

When enforcement collides with the package

Clawback demands arrive mid-restriction. Respond in writing with the plan text, the schedule math, and a proposed repayment position, before the first formal demand.
Deferred payouts get withheld on alleged breach. Ask what specific act is claimed, and get the compliance conditions in writing.
The new employer’s indemnity may not follow the venue in your old clause. Ask both companies in writing and compare.
Public filings appear in senior-hire diligence. A negotiated consent with agreed reference wording reads better than a contested order.
Non-disparagement should be mutual and should name the reference line HR will use, so the answer is agreed rather than improvised.

Send your scope position to the new employer with the non-compete disclosure letter before a start date is promised. Executive disputes are rarely about whether the clause is enforceable; they are about what it prohibits in a named product line, with named accounts, for a stated period. Write those three things down and the fight usually ends.

Package term	Restriction interplay	Ask in writing
Garden leave	Pays you while the clock runs and blocks access	Leave length, separation date, and clock start
Exercise window	Keeps running during leave; leave does not extend it	The exact deadline date per grant
Deferred bonus or retention	Can be forfeited on alleged breach	The compliance definition and the release condition
Clawback clause	May trigger repayment mid-restriction	The schedule math and a written repayment position

For the current text behind these numbers, start with the California job exit rules page and the New York job exit rules page, along with the Release of Claims definition and the hiring references non competes guide hub. Those sources state the rule in full; this page only points at them.

Frequently Asked Questions

Can I sell my shares while under a non-compete?: Usually yes: covenants restrict working, not holding or selling what you already own. Confirm the distinction in writing with the stock administrator and counsel, and check whether any blackout window or trading plan still applies after separation.
Do equity terms survive a garden leave period?: It depends on the plan and the letter. Vesting may continue if service credit continues, but the post-termination exercise window normally runs from separation regardless of leave. Ask for both dates in writing before signing.
What should an executive negotiate first in an exit?: Restriction scope, leave length with pay and benefits, exercise deadlines, deferred payout conditions, and fee or venue terms. Bundle them into one severance letter so the cash and covenant answers arrive together.
Does a paid stand-down trigger a bonus clawback?: It can, if the plan ties repayment to leaving before a specific date. Ask for the plan document rather than a summary, and state your written position before any demand letter arrives.