A post-close employment agreement for surgeons is the contract that decides what your working life looks like after you sell. It sets your pay, your schedule, how much say you keep over clinical decisions and marketing, how long you’re committed, and what happens if things go wrong. For many surgeons, it affects their day-to-day more than the purchase price does.
Yet it’s often negotiated last, in a hurry, after the price is agreed. This guide explains why it matters so much, the nine terms to focus on, how non-competes work after a sale, how state law is changing the picture and what happens to the agreement when the platform itself is sold. It builds on our main guide to plastic surgery rollover equity, where the employment agreement is one of the terms that travels with the deal.
Key takeaways
- Employment agreements in plastic surgery deals typically run three to five years, according to TUSK Practice Sales (PR Newswire).
- Your post-sale pay and your sale price are linked: lower pay raises adjusted EBITDA and the price, while higher pay lowers both.
- Clinical autonomy should be written into the agreement. California’s SB 351 bars private equity-backed managers from interfering with clinical decisions (Foley & Lardner).
- Non-competes tied to a sale are generally more enforceable than ordinary employment non-competes, but state rules vary widely.
What is a post-close employment agreement for surgeons?
A post-close employment agreement for surgeons is the contract a selling surgeon signs to keep practicing after the sale, usually with the professional entity affiliated with the buyer. It covers compensation, term, duties, schedule, clinical authority, benefits, termination rights and restrictive covenants such as non-competes, and it often links to your rollover equity.
In a private equity deal, you’re usually employed by a physician-owned professional entity that contracts with the buyer’s management services organization, not by the MSO itself. Our guide to a plastic surgery MSO explains that structure.
Why does the employment agreement matter so much?
Because it sets your income and independence for years and it’s tied directly to your price. Buyers value your practice on adjusted EBITDA, which includes your post-sale pay. Accepting lower pay raises the price, but reduces your income afterward. The agreement also decides how much control you keep day to day.
Here’s a hypothetical illustration, with figures for explanation only. If you agree to $100,000 less in annual pay, adjusted EBITDA rises by $100,000. At a 6x multiple, the price rises by about $600,000. Over a five-year agreement, you’d earn $500,000 less in pay. Whether that trade makes sense depends on taxes, how the price is paid and how long you really plan to operate.
9 smart terms to negotiate in a post-close employment agreement
1. Compensation formula
Most agreements combine a base salary with a productivity component, often tied to collections or profit. Model the formula at your current volume, at higher volume and at lower volume, and check how it treats cases performed by associates or in the facility.
2. Term and renewal
TUSK reports terms typically run three to five years. Agree what happens at the end: automatic renewal, renegotiation or a clean exit.
3. Duties, schedule and call
Define your clinical days, OR time, administrative duties, call obligations and vacation. Changes to these after closing can reshape your working life without changing a word of the price.
4. Clinical autonomy
Write down that decisions on procedures, patient selection, clinical staffing and medical records remain yours. California’s SB 351, effective January 1, 2026, bars private equity-backed managers from interfering with clinical decisions, and Vermont’s Act 133 took effect July 1, 2026 (DLA Piper). Your contract should say the same.
5. Marketing and brand
In aesthetic surgery, marketing drives growth. Agree who approves advertising, pricing and before-and-after content, and how your name and reputation will be used.
6. Termination for cause
Define “cause” narrowly and precisely, with notice and a chance to fix problems where appropriate. Vague definitions give the buyer too much discretion.
7. Termination without cause and good reason
If the buyer ends your employment without cause, or you leave for good reason, such as a pay cut or major change in duties, agree on severance, what happens to your equity and whether your non-compete still applies.
8. Links to rollover equity
Rollover equity is often subject to forfeiture or a reduced price if you stop providing services, according to Roetzel & Andress. Make sure leaving for good reason or being terminated without cause doesn’t cost you your equity.
9. Malpractice coverage and tail
Confirm who pays for malpractice coverage during employment and who pays tail coverage when it ends. Tail costs can be significant, so settle them in writing.
What benefits should you negotiate?
Health and retirement benefits, paid time off, continuing education and conference time, professional dues and licensing costs, and any practice-specific perks you rely on today. Buyers often move surgeons onto standard group plans, which can be better or worse than what you had. Compare them line by line before closing.
Also ask about expense policies, reimbursement for cosmetic society memberships and travel, and whether you’ll keep control of your own continuing education choices. Small items add up over a five-year agreement, and they’re much easier to agree before closing than to change after.
What about your associates and key staff?
Their agreements matter to you, because your productivity, patient experience and sometimes your equity depend on them. Negotiate your associate surgeon’s employment terms alongside yours, and ask the buyer what it will offer your key staff. A team that stays together protects both your working life and the platform’s value.
If an associate is your planned successor, make sure their compensation, path to equity and non-compete are clear. Buyers often value a successor in place, so their terms are part of your bargaining power rather than an afterthought.
What happens to my employment agreement after the sale?
It becomes the contract that governs your work with the buyer’s affiliated practice for its term, usually three to five years. If the buyer is later sold, the agreement usually transfers to the new owner, which may propose changes. At the end of the term, it renews, is renegotiated or ends, depending on its terms.
Surgeons often assume the agreement will be revisited once relationships settle. Sometimes it is, but you shouldn’t count on it. Negotiate the terms you need before closing, while you still have the most bargaining power.
Is a non-compete after selling a practice enforceable?
Generally, a non-compete signed as part of selling a business is more likely to be enforced than one in an ordinary employment contract, as long as it’s reasonable in length, distance and scope. But many states now limit physician non-competes, and a deal usually includes both a sale non-compete and an employment non-compete.
The federal picture changed in 2025. The FTC voted on September 5, 2025, to vacate its nationwide non-compete rule, according to the AHA, while signaling targeted enforcement. States are more active. The American Medical Association reports that Texas limits physician non-competes to one year and five miles, Pennsylvania to one year, and that Colorado carves out an exception for the purchase and sale of a business. California’s SB 351 voids certain non-competes in management contracts but permits those tied to the sale of a business (Sidley Austin).
What should the non-compete say?
It should define the restricted area, the length of the restriction, the services covered and when it starts, and state what happens if you’re terminated without cause or leave for good reason. Non-solicitation terms covering patients and staff are often included too. Narrow, clear terms protect both sides and are more likely to be enforced.
Points to negotiate:
- Radius. Measured from specific locations, not every location the platform owns.
- Length. Usually tied to the end of employment. Watch for terms that run from the end of a renewed agreement.
- Scope. Limited to plastic surgery services you actually provide.
- Termination triggers. Whether the non-compete falls away if you’re terminated without cause.
- Interaction with the sale non-compete. Which one applies, and when each ends.
How does the employment agreement interact with the second bite?
When your platform is sold, the new owner may want surgeons to sign new employment agreements, sometimes with new pay formulas, terms and non-competes. That’s a fresh negotiation, and it often happens alongside decisions about rolling equity again. Your importance to the platform is your bargaining power.
Read any new agreement as closely as your first. Our guide to the second bite of the apple in plastic surgery explains what happens to your equity when a platform sells.
How do you prepare to negotiate?
Know your numbers, your goals and your walk-away terms before the letter of intent. Model the compensation formula, decide how long you want to keep operating, list the clinical and marketing decisions you won’t give up, and bring in your own healthcare attorney early. Settle the big employment terms in the letter of intent, not after exclusivity starts.
Talk to surgeons who already work for the buyer. Ask whether their pay matched what they were promised, how much say they still have and what they’d negotiate differently. Keep a written list of every promise made in meetings, and check that each one appears in the final documents. Anything that isn’t written down is, in practice, not part of the deal. Our guide on how to sell a plastic surgery practice covers where the employment agreement fits in the overall process.
Frequently asked questions
How long is a post-close employment agreement for surgeons?
Usually three to five years in plastic surgery deals, according to TUSK Practice Sales. The length depends on the buyer, how much the practice depends on you and your plans. Agree what happens at the end of the term, such as renewal, renegotiation or a clean exit, before you sign.
How is surgeon pay set after selling a practice?
Usually through a formula combining a base salary with a productivity component tied to collections or profit. Your post-sale pay affects adjusted EBITDA and therefore the price: lower pay raises the price but reduces income. Model the formula at different volumes and over the full term before agreeing.
Can I keep control of clinical decisions after selling?
You should, and it should be written into the agreement. State corporate practice laws require clinical decisions to stay with licensed physicians, and California’s SB 351 bars private equity-backed managers from interfering with them. Confirm that procedures, patient selection, clinical staffing and medical records remain under your control.
What happens if I’m fired after selling my practice?
It depends on the agreement. If you’re terminated without cause, you should negotiate severance, protection of your rollover equity and, ideally, release from the non-compete. Termination for cause usually carries harsher consequences, so define “cause” narrowly, with notice and an opportunity to fix problems.
Is a non-compete after selling a practice enforceable?
Often, if it’s reasonable in length, distance and scope. Sale-related non-competes are generally more enforceable than employment ones, but state rules vary. The FTC vacated its nationwide non-compete rule in September 2025, while states like Texas and Pennsylvania have limited physician non-competes. Have your own attorney review both agreements.
Can I renegotiate my employment agreement later?
Sometimes, especially when the agreement renews or the platform is sold and a new owner proposes new terms. But there’s no guarantee. Your strongest bargaining position is before closing, so negotiate the pay, autonomy, termination and non-compete terms you need at that point.
Post-close employment agreement for surgeons: the bottom line
A post-close employment agreement for surgeons shapes your income, independence and options for years after a sale. Negotiate it alongside the price, protect your clinical autonomy and equity in writing, keep the non-compete narrow and fair, and get your own attorney involved early.
| Negotiating a sale or a new agreement? Get the Plastic Surgery Exit Report newsletter for quarterly deal updates, or book a confidential conversation with the plastic surgery team at Olympic M&A. Disclosure: Plastic Surgery Exit Report is published in partnership with Olympic M&A, a healthcare M&A advisory firm. |
