# Identify Issues In Separation Agreement > Guides counsel in producing a categorized issues memorandum identifying legal, enforceability, and factual consistency defects in a draft executive separation agreement, with severity ratings and recommended corrections. - Skill: `finchipaiorg/identify-issues-in-separation-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-issues-in-separation-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-issues-in-separation-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/identify-issues-in-separation-agreement --- # Skill: Identify Issues in Executive Separation Agreement ## 1. Subject-matter triage - Treat the draft agreement as an issue-spotting exercise against the supporting record, not as a pure contract-interpretation task. - First identify the governing jurisdictions, the executive’s role and status, the separation context, and every provision that may change enforceability or tax treatment. - If the record contains multiple dates, payments, awards, complaints, or restriction types, enumerate them before analysis and apply the framework item-by-item. - If only one of a category exists, state that explicitly and note why no broader comparison is needed. ## 2. Failure modes the skill is correcting - Analyst reviews a restrictive covenant without identifying whether it is void or otherwise unenforceable under the applicable state law, and does not flag any enforcement-risk consequences that may attach to attempting to enforce it. - Analyst assesses a non-disparagement clause without noting possible labor-law risk arising from language that could restrict protected employee communications about wages, hours, working conditions, or similar protected activity. - Analyst reviews the release provisions without testing whether the surrounding facts create retaliation or coercion risk, including whether the timing of separation follows protected activity closely enough to matter. - Analyst omits the tax-compliance analysis for severance payments that may be deferred compensation, including whether a payment delay is required for a covered employee. - Analyst accepts equity language at face value without cross-checking the award treatment against the operative plan documents and award notices. - Analyst misses factual inconsistencies between the draft and the supporting documents, leaving a memo that is legally accurate but operationally incomplete. - Analyst flags defects without stating severity, without tying them to the source record, or without recommending a concrete correction. ## 3. Legal frameworks / domain conventions that apply - Restrictive-covenant analysis: if the agreement contains a non-compete, non-solicit, garden leave, forfeiture-for-competition, or similar restraint, assess enforceability under the applicable state law and any statute, regulation, or leading case that governs employee restraints. - Confidentiality limits: if the agreement includes confidentiality or non-disclosure language, assess whether applicable labor or state law limits provisions that bar disclosure of discrimination, harassment, retaliation, wage, or other protected workplace facts. - Protected activity and retaliation risk: if the record reflects a complaint, internal report, charge, leave request, whistleblowing activity, or other protected activity, assess the timing and surrounding facts under the applicable anti-retaliation statute or doctrine. - Deferred-compensation timing: if any severance or bonus-related payment may be subject to deferred-compensation rules, assess whether the payment timing, release timing, and any delay provision comply with the controlling tax authority. - Equity treatment: verify that the separation agreement accurately describes the treatment of each outstanding equity award against the equity plan, award agreement, and any change-in-control or termination provisions. - Release compliance: if the executive is within a protected age group or another protected-waiver regime applies, verify the required waiver elements, revocation period, consideration language, and any statutory notice requirements. - Factual consistency: test the draft against the supporting documents for names, dates, titles, compensation terms, vesting status, termination reason, and any referenced events. - Controlling authority: every legal conclusion must be anchored to the statute, regulation, rule, or leading case that supports it; avoid unlabeled conclusions. ## 4. Analytical scaffolds - Restrictive-covenant pass: identify every restraint in the agreement; classify the restraint; identify the governing law; assess enforceability; state any statutory or common-law consequence for attempted enforcement; and identify the clause that should be revised or deleted. - Labor-risk pass: identify clauses that may chill protected communications or concerted activity; test them against the applicable labor-law standard; and note whether a savings clause, carve-out, or narrower formulation is needed. - Retaliation pass: identify any protected activity in the record; measure the temporal relationship between that activity and the proposed separation; cross-check the draft’s recitals and release language; and state the litigation or negotiation consequence. - Tax pass: identify all severance-related payments and contingencies; determine whether any payment is potentially deferred compensation; cross-check timing, release effectiveness, and any special status rules; and state the tax or compliance consequence. - Equity pass: list each outstanding equity award or incentive right; compare the draft treatment to the plan and award documents; identify any mismatch in treatment, vesting, forfeiture, acceleration, or exercise period; and state the operational consequence. - Factual consistency pass: compare every material factual statement in the draft to the source documents; flag mismatched dates, titles, amounts, triggers, performance history, or representations; and identify the drafting correction. - Severity pass: assign every issue an explicit ordinal severity level and use the same scale throughout. - Issue-closing triad: for each issue, state the relevant scale or timing drawn from the record, cross-reference the related clause or source document, and explain the downstream consequence for the client. ## 5. Vertical / structural / temporal relationships - Track how one provision affects another: release effectiveness, payment timing, confidentiality scope, restrictive covenants, and equity treatment often interact. - Distinguish pre-signing conditions from post-signing obligations, and distinguish immediate payment terms from delayed or contingent payments. - Where the draft recites facts, compare those recitals to the chronology in the source record and flag inconsistencies that could affect enforceability, tax treatment, or credibility. - If a clause depends on a defined term, confirm the definition is present and used consistently across the agreement. - If the record contains more than one payment stream or equity bucket, analyze each stream separately before assessing aggregate implications. ## 6. Output structure conventions - Produce a categorized issues memorandum, organized by severity from most serious to least serious. - Define the severity scale once near the top and apply it uniformly: Critical / High / Medium / Low. - For each issue, include: - issue heading; - agreement language or provision at issue; - controlling legal standard with cited authority; - factual source or cross-reference; - gap, inconsistency, or enforceability defect; - downstream consequence; - recommended correction. - Use concise, lawyerly prose; do not narrate the review process. - Include a short prioritized action section at the end that separates issues that must be resolved before signing from issues that can be handled as cleanup. - Make the recommendations imperative and assign them to the responsible role where the source record identifies one; if no role is named, identify the most appropriate deal-side or counsel-side owner. - If the source materials do not support a legal conclusion, say so and mark the issue as requiring confirmation rather than forcing a conclusion.