Phantom Equity

Curious if anyone has experience structuring phantom equity agreements for General Managers within a franchise business, specifically in a way that:

  1. Avoids the need for inclusion in the franchise agreement or disclosure to the franchisor
  2. Ties payout only to a liquidity event (e.g., sale) and only if the GM is still employed at that time

    Would appreciate any insights or examples around how this is typically documented (employment agreement, side letter, or separate phantom equity plan) and any lessons learned around enforceability at exit.