EXECUTIVE EMPLOYMENT AGREEMENT

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This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY LEGAL NAME], a [STATE OF INCORPORATION] corporation, with its principal place of business at [COMPANY ADDRESS] (“Company”), and [EXECUTIVE FULL LEGAL NAME], an individual residing at [EXECUTIVE ADDRESS] (“Executive”). Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Company desires to employ Executive in an executive capacity, and Executive desires to accept such employment, on the terms and conditions set forth herein.
B. This Agreement is intended to comply with all applicable federal and California employment laws, including but not limited to California Labor Code §§ 2870 et seq. (inventions) and California Business & Professions Code § 16600 (restraint of trade).
C. The Parties acknowledge the mutual promises and covenants contained herein constitute good and valuable consideration.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Employment, Duties, and Exclusive Services
3. Term of Employment
4. Compensation and Benefits
5. Business Expenses
6. Termination of Employment
7. Restrictive Covenants and Intellectual Property
8. Indemnification; D&O Insurance
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block

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1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Any term used but not defined herein shall be interpreted in accordance with customary usage in executive employment contracts in the State of California.

“Affiliate” – Any entity controlling, controlled by, or under common control with Company.
“Base Salary” – The annual cash salary set forth in Section 4.1, as may be adjusted.
“Board” – The Board of Directors of Company.
“Cause” – (a) Executive’s material breach of this Agreement; (b) gross negligence or willful misconduct; (c) commission of any felony or crime involving moral turpitude; (d) fraud, embezzlement, or misappropriation of Company’s assets; or (e) material violation of Company policy after written notice and failure to cure within ten (10) days.
“Change in Control” – The first to occur of: (i) a transaction in which a person or group becomes the beneficial owner of >50% of Company’s voting securities; (ii) a merger or consolidation resulting in same; or (iii) sale of all or substantially all of Company’s assets.
“CIC Protection Period” – The twelve (12) month period following a Change in Control.
“Good Reason” – (a) material diminution of Executive’s authority, duties, or Base Salary; (b) relocation of Executive’s principal work location by >35 miles; or (c) material breach by Company of this Agreement; provided Executive gives written notice within ninety (90) days and Company fails to cure within thirty (30) days.
“Severance Benefits” – The payments and benefits described in Section 6.4.
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2. EMPLOYMENT, DUTIES, AND EXCLUSIVE SERVICES

2.1 Position. Executive shall serve as [TITLE] reporting to [REPORTING PARTY]. Executive shall have such authority, duties, and responsibilities as are commensurate with such position and as may be reasonably assigned by the Board.

2.2 Full-Time Efforts. Executive shall devote substantially all working time and best efforts to Company and shall not engage in any other business activity without prior written consent of the Board, except for passive personal investments that do not materially interfere with Executive’s duties.

2.3 Compliance. Executive shall comply with all applicable laws and Company policies, as amended from time to time, provided such policies are not inconsistent with this Agreement.

3. TERM OF EMPLOYMENT

Employment shall commence on the Effective Date and continue at will until terminated pursuant to Section 6 (the “Employment Term”). Nothing herein alters California’s presumption of at-will employment, except as expressly provided in Sections 6.4–6.6 regarding Severance Benefits.

4. COMPENSATION AND BENEFITS

4.1 Base Salary. Company shall pay Executive a Base Salary of $[AMOUNT] per annum, less applicable withholdings, payable in accordance with Company’s normal payroll practices.

4.2 Annual Incentive Bonus. Executive shall be eligible to earn an annual performance bonus (“Annual Bonus”) with a target of [__]% of Base Salary, based on criteria established by the Board. Any earned Annual Bonus shall be paid no later than March 15 following the performance year.

4.3 Equity Awards. Subject to Board approval, Executive shall receive an equity award under Company’s [NAME OF EQUITY PLAN] covering [NUMBER] shares/[PERCENTAGE]% of outstanding equity (“Equity Award”). The Equity Award shall vest as set forth in the applicable award agreement and may provide for accelerated vesting as set forth in Section 6.5.
[// GUIDANCE: Conform equity terms to equity plan and securities law requirements.]

4.4 Employee Benefits. Executive shall be eligible to participate in employee benefit programs generally provided to similarly-situated executives, subject to plan terms.

4.5 Paid Time Off. Executive shall accrue paid time off (“PTO”) under Company’s PTO policy; accrued and unused PTO will be paid out upon termination as required by Cal. Lab. Code § 227.3.

4.6 Reimbursement of Expenses. Company shall promptly reimburse Executive for all reasonable business expenses incurred in the performance of duties, following submission of appropriate documentation.

5. BUSINESS EXPENSES

Company shall maintain policies for expense reimbursement in compliance with Cal. Lab. Code § 2802. Executive shall submit expense reports within sixty (60) days of incurrence; Company shall reimburse within thirty (30) days after approval.

6. TERMINATION OF EMPLOYMENT

6.1 Termination Events. Executive’s employment may be terminated by (a) Company for Cause or without Cause, (b) Executive for Good Reason or without Good Reason, (c) Executive’s death, or (d) Executive’s Disability (defined as inability to perform essential functions for 180 consecutive days).

6.2 Notice Requirements. Except for death, either Party shall provide at least thirty (30) days’ written notice of termination. Company may accelerate the termination date and pay salary in lieu of notice.

6.3 Final Pay. On any termination, Company shall pay all accrued but unpaid Base Salary, accrued PTO, and reimbursable expenses through the termination date (“Accrued Obligations”).

6.4 Severance Benefits. If Company terminates Executive without Cause or Executive resigns for Good Reason outside the CIC Protection Period, and conditioned on Executive’s timely execution and non-revocation of a separation agreement containing a general release, then:
(a) Cash Severance: An amount equal to [__] months of Base Salary, payable in equal installments over the [__]-month period following termination;
(b) Bonus Severance: A prorated portion of the Annual Bonus based on actual performance;
(c) COBRA Premiums: Company-paid COBRA premiums for [__] months or until Executive becomes eligible for other group health coverage, whichever first occurs.

6.5 Change in Control Severance. If, during the CIC Protection Period, Company terminates Executive without Cause or Executive resigns for Good Reason, then in lieu of Section 6.4:
(a) Lump-Sum Cash Payment equal to [__] times the sum of Base Salary plus Target Bonus;
(b) Immediate vesting of 100% of unvested Equity Awards (unless greater acceleration is provided under award agreements); and
(c) COBRA premiums for [__] months.

6.6 Termination for Cause, Voluntary Resignation without Good Reason. Executive shall receive only the Accrued Obligations. All unvested Equity Awards shall be forfeited.

6.7 Conditions to Severance. Severance Benefits are conditioned upon: (a) Executive’s continued compliance with Section 7; (b) return of all Company property; and (c) execution of a release within the time period required by the Older Workers Benefit Protection Act (if applicable).

6.8 Section 409A Compliance. Payments under this Agreement are intended to satisfy the “short-term deferral” and “separation pay” exemptions under Treasury Reg. § 1.409A-1(b). If any payment would be subject to additional tax under Section 409A, Company may amend the timing to comply, provided the economic value is preserved.

7. RESTRICTIVE COVENANTS AND INTELLECTUAL PROPERTY

7.1 Confidential Information. Executive shall hold all Confidential Information (as defined below) in strict confidence and use it solely in the course of employment. “Confidential Information” includes all proprietary or non-public information concerning Company’s business, except information that is publicly available through no fault of Executive.

7.2 Inventions Assignment. Executive hereby assigns to Company all right, title, and interest in any invention conceived during employment related to Company’s business. This assignment excludes inventions that qualify fully under Cal. Lab. Code § 2870, a notice of which is attached hereto as Exhibit A.

7.3 Non-Solicitation. During employment and for twelve (12) months thereafter, Executive shall not, directly or indirectly, solicit for employment any employee of Company or solicit any customer for purposes of selling a competing product or service. This covenant is narrowly tailored to protect trade secrets and customer goodwill and is intended to be enforceable under California law.
[// GUIDANCE: Non-compete covenants are void in California under Cal. Bus. & Prof. Code § 16600; do not add any such provision.]

7.4 Remedies. Executive acknowledges that a breach of Section 7 would cause irreparable harm and that injunctive relief shall be available in addition to any other remedy.

8. INDEMNIFICATION; D&O INSURANCE

8.1 Statutory and Bylaw Indemnity. Company shall indemnify Executive to the fullest extent permitted by the California Corporations Code, Company’s bylaws, and any indemnification agreement.

8.2 Contractual Indemnity. Company shall defend, indemnify, and hold harmless Executive from any claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of Executive’s good-faith performance of duties, except to the extent resulting from Executive’s gross negligence or willful misconduct.

8.3 Directors’ & Officers’ Insurance. Company shall maintain D&O liability insurance with coverage at least equal to that provided to other senior executives and directors.

9. RISK ALLOCATION

9.1 Limitation of Liability. Except for claims arising from gross negligence, willful misconduct, or breach of Section 7, Executive’s aggregate liability to Company shall not exceed [CAP AMOUNT OR “NO CAP”].

9.2 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, epidemic, or government action, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles.

10.2 Forum Selection / Cal. Lab. Code § 925 Compliance. Any litigation or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], California. The Parties irrevocably submit to such jurisdiction.

10.3 Arbitration. Except for claims for injunctive relief under Section 7.4 or as prohibited by applicable law, any dispute arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration in [CITY], California, before a single arbitrator under the JAMS Employment Arbitration Rules. The arbitrator shall have authority to award any relief available in court. Company shall bear arbitration fees to the extent required by California law. Judgment upon the award may be entered in any court of competent jurisdiction.

10.4 Jury Trial Waiver. IF, AND ONLY IF, A DISPUTE IS DETERMINED BY A COURT AND NOT SUBJECT TO ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.
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11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement, together with any equity award agreements and Exhibit A, constitutes the entire agreement between the Parties and supersedes all prior understandings.

11.2 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

11.3 Assignment. Executive may not assign this Agreement. Company may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided such successor assumes Company’s obligations.

11.4 Severability; Reformation. If any provision is held invalid, the remainder shall be enforced to the maximum extent permissible, and the invalid provision shall be reformed to reflect the Parties’ intent while complying with law.

11.5 Notices. Any notice shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or by recognized overnight courier, to the addresses set forth above (or as later designated).

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including by PDF or electronic signature under the federal E-SIGN Act and Cal. Civ. Code § 1633.1 et seq.), each of which shall be deemed an original.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Exhibit A

California Labor Code § 2870 Notice

Pursuant to Cal. Lab. Code § 2870, Executive is hereby notified that the foregoing Inventions Assignment provision does not apply to an invention that Executive developed entirely on Executive’s own time without using Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice to Company’s business or actually or demonstrably anticipated research or development of Company, or (ii) result from any work performed by Executive for Company.

Executive’s Initials: ___ Date: ____