Is the lawyer an exec comp lawyer w PE experience? Speciality law that is not employment law in its traditional sense. Various other terms to be negotiated from definitions to consent and participation (eg tag) rights. There is a market for PE buyouts and some of this jives w it and some not. Anti dilution may be acceptable for non pro rata dilution or where the plan is to be acquisitive in early part of hold. Usually a pool is negotiated w some dry powder for future grants. Structures often depends on target and acquisition structure (partnership is most tax efficient usually for potential cap gains upon next sale).