Carveouts are one approach. Some quick googling found this very readable explanation with pros/cons from a reputable source: https://www.dlapiper.com/en/us/insi

Carveouts are one approach. Some quick googling found this very readable explanation with pros/cons from a reputable source: https://www.dlapiper.com/en/us/insights/publications/2014/04/muddy-employee-incentive-issues/ https://www.dlapiper.com/en/us/insights/publications/2014/04... This article primarily describes carveouts for management retention in a public company, but they can be used in private companies and are not restricted to management. This is the only mechanism I have any familiarity with, I'm also very interested in hearing about others.