EXECUTIVE EMPLOYMENT AGREEMENT

[// GUIDANCE: Delete this caption and insert firm letterhead or caption block as needed. This agreement is designed for C-suite or VP-level executives of California-based companies or executives primarily working in California.]

This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date") by and between:

COMPANY:
Name: [________________________________] (the "Company")
Entity Type: a [________________________________] [corporation/limited liability company]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]

EXECUTIVE:
Name: [________________________________] (the "Executive")
Address: [________________________________]

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. Executive possesses specialized skills, knowledge, and experience that are of particular value to Company, and Company wishes to secure Executive's services for the benefit of Company and its stockholders.

C. This Agreement is intended to comply with all applicable federal and California employment laws, including but not limited to California Labor Code sections 2870 through 2872 (inventions), California Business and Professions Code section 16600 (restraint of trade), California Labor Code section 2802 (expense reimbursement), California Labor Code section 227.3 (accrued vacation), and Section 409A of the Internal Revenue Code (deferred compensation).

D. 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, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Employment, Duties, and Exclusive Services
3. Term of Employment
4. Base Compensation
5. Annual Incentive Bonus
6. Equity Compensation
7. Employee Benefits
8. Vacation and Paid Time Off
9. Expense Reimbursement
10. Termination of Employment
11. Severance Benefits
12. Change-in-Control Provisions
13. Section 409A Compliance
14. Section 280G — Golden Parachute Provisions
15. Restrictive Covenants
16. Confidentiality and Trade Secret Protection
17. Intellectual Property and Inventions Assignment
18. Return of Company Property
19. Indemnification and D&O Insurance
20. Dispute Resolution
21. General Provisions
22. Execution

Exhibits:
- Exhibit A — California Labor Code Section 2870 Notice
- Exhibit B — Equity Award Summary
- Exhibit C — Form of Separation Agreement and General Release

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 under California law.

"Accrued Obligations" means, collectively: (a) all earned but unpaid Base Salary through the Date of Termination; (b) all accrued but unused vacation and PTO, payable in accordance with California Labor Code section 227.3; (c) all unreimbursed business expenses incurred through the Date of Termination, subject to Company's expense reimbursement policies and California Labor Code section 2802; and (d) any vested benefits under Company benefit plans payable in accordance with plan terms.

"Affiliate" means any entity controlling, controlled by, or under common control with Company, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity.

"Annual Bonus" has the meaning set forth in Section 5.

"Base Salary" means the annual cash salary set forth in Section 4, as may be adjusted from time to time in accordance with this Agreement.

"Board" means the Board of Directors of Company (or, where applicable, its Compensation Committee or equivalent governing body).

"Cause" means the occurrence of any of the following, as determined in good faith by the Board:

(a) Executive's material breach of this Agreement or any material written Company policy, after written notice specifying the breach and a cure period of not less than thirty (30) days (to the extent curable);

(b) Executive's gross negligence or willful misconduct in the performance of Executive's duties;

(c) Executive's commission of, indictment for, or entry of a plea of guilty or nolo contendere to (i) any felony, or (ii) any misdemeanor involving fraud, dishonesty, or moral turpitude;

(d) Executive's fraud, embezzlement, or misappropriation of Company funds or assets;

(e) Executive's willful refusal to perform lawful duties materially consistent with Executive's position after written notice from the Board and failure to cure within fifteen (15) days; or

(f) Executive's material violation of any fiduciary duty owed to Company.

[// GUIDANCE: The definition of "Cause" should be carefully negotiated. Executive-favorable agreements require Board supermajority vote to find Cause and provide robust cure rights. Consider adding a requirement that the Board provide written notice specifying the particular act or omission constituting Cause.]

"Change in Control" means the first to occur of any of the following events:

(a) Any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of Company;

(b) The consummation of a merger, consolidation, or similar transaction involving Company and any other entity, other than a transaction in which the holders of Company's voting securities immediately prior to such transaction continue to hold at least fifty percent (50%) of the combined voting power of the surviving entity;

(c) The sale, lease, exchange, or other transfer of all or substantially all of Company's assets to any person or entity other than an Affiliate; or

(d) A complete liquidation or dissolution of Company.

"CIC Protection Period" means the period beginning three (3) months prior to a Change in Control and ending [____] months following a Change in Control.

[// GUIDANCE: The CIC Protection Period often ranges from 12 to 24 months. The pre-CIC window (typically 3-6 months) protects against terminations made in anticipation of a pending deal. Negotiate the length based on executive seniority.]

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (29 U.S.C. section 1161 et seq.), and applicable state continuation coverage laws.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" has the meaning set forth in Section 16.1.

"Date of Termination" means the effective date of Executive's termination of employment, determined in accordance with Section 10.

"Disability" means Executive's inability to perform the essential functions of Executive's position, with or without reasonable accommodation, for a total of one hundred eighty (180) calendar days (whether or not consecutive) within any twelve (12)-month period, as certified by a physician mutually agreed upon by the Parties (or, if the Parties cannot agree, by a physician selected by the Company's physician and Executive's physician jointly).

"Equity Award" has the meaning set forth in Section 6.

"Equity Plan" means the Company's [________________________________] Equity Incentive Plan, as amended from time to time, or any successor equity compensation plan.

"Good Reason" means the occurrence of any of the following without Executive's prior written consent:

(a) A material diminution in Executive's Base Salary (other than an across-the-board reduction of not more than ten percent (10%) applicable to all similarly situated executives);

(b) A material diminution in Executive's title, authority, duties, or responsibilities, or the assignment of duties materially inconsistent with Executive's position;

(c) A material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report;

(d) A relocation of Executive's principal place of employment by more than thirty-five (35) miles from Executive's current principal place of employment;

(e) A material breach by Company of any material provision of this Agreement; or

(f) Company's failure to obtain the assumption of this Agreement by any successor entity following a Change in Control;

provided that Executive must (i) provide written notice to the Board specifying the event or condition constituting Good Reason within sixty (60) days after Executive first becomes aware of such event or condition, (ii) allow Company thirty (30) days to cure, and (iii) terminate employment within thirty (30) days following the end of the cure period if the condition is not remedied.

"Pro-Rata Bonus" means the Annual Bonus for the fiscal year in which the Date of Termination occurs, calculated based on actual performance for the full fiscal year and prorated based on the number of days Executive was employed during such fiscal year.

"Release" means the Separation Agreement and General Release substantially in the form attached as Exhibit C.

"Separation from Service" has the meaning given to such term under Section 409A of the Code and Treasury Regulation section 1.409A-1(h).

"Severance Benefits" has the meaning set forth in Section 11.

"Specified Employee" has the meaning given to such term under Section 409A of the Code and Treasury Regulation section 1.409A-1(i).

"Target Bonus" means [____]% of Executive's then-current Base Salary.

2. EMPLOYMENT, DUTIES, AND EXCLUSIVE SERVICES

2.1 Position and Title. Company hereby employs Executive, and Executive hereby accepts employment, as [________________________________] (the "Position"). Executive shall report directly to [________________________________].

[// GUIDANCE: Specify exact title (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Executive Vice President). If Executive will also serve as a member of the Board, state so explicitly.]

2.2 Duties and Responsibilities. Executive shall have such authority, duties, and responsibilities as are commensurate with the Position and as may be reasonably assigned by the Board (or the officer to whom Executive reports) from time to time, consistent with Executive's Position. Executive shall perform Executive's duties faithfully, diligently, and in compliance with applicable law and Company policies.

2.3 Full-Time Efforts and Exclusivity. Executive shall devote substantially all of Executive's business time, attention, skill, and best efforts to the performance of Executive's duties hereunder. Executive shall not, without the prior written consent of the Board, engage in any other business activity (whether or not such business activity is pursued for gain, profit, or other pecuniary advantage), except that Executive may:

(a) Serve on the boards of directors of up to [____] outside companies (subject to prior Board approval), provided such service does not create a conflict of interest or materially interfere with Executive's duties;

(b) Serve on civic, charitable, educational, religious, or professional boards or committees, provided such service does not materially interfere with Executive's duties;

(c) Manage passive personal investments, provided such investments do not create a conflict of interest with Company; and

(d) Fulfill speaking engagements, teaching, or writing activities, provided such activities do not materially interfere with Executive's duties or reveal Confidential Information.

2.4 Place of Performance. Executive's principal place of employment shall be Company's offices located at [________________________________], subject to reasonable travel requirements in connection with Company business.

2.5 Compliance with Laws and Policies. Executive shall comply with all applicable federal, state, and local laws, regulations, and Company policies and procedures, as amended from time to time, provided such policies are not inconsistent with the express terms of this Agreement. In the event of a conflict between this Agreement and any Company policy, this Agreement shall control.

2.6 Exempt Status. The Parties acknowledge that Executive is classified as an exempt employee under the executive exemption of the California Industrial Welfare Commission Wage Orders and the Fair Labor Standards Act, and Executive is not entitled to overtime compensation.

[// GUIDANCE: Confirm exempt status by verifying that Executive meets both the salary basis test (currently $70,304/year minimum for 2026 in California, i.e., twice the state minimum wage) and the duties test for the executive or administrative exemption under California law. California's exemption test is more stringent than the federal test — the employee must spend more than 50% of working time on exempt duties.]

3. TERM OF EMPLOYMENT

3.1 At-Will Employment. Executive's employment with Company shall commence on the Effective Date and shall continue on an "at-will" basis until terminated by either Party in accordance with Section 10 of this Agreement. Nothing in this Agreement shall be construed to alter the at-will nature of Executive's employment, and either Party may terminate the employment relationship at any time, with or without Cause, and with or without advance notice, subject to the provisions of Sections 10 through 12 regarding termination procedures and Severance Benefits.

[// GUIDANCE: If the parties prefer a fixed-term agreement (e.g., 3-year initial term with automatic renewal), replace Section 3.1 with appropriate fixed-term language. Note that fixed-term agreements create additional Section 409A complexity and should be reviewed by tax counsel.]

3.2 Initial Term Alternative (If Applicable).

☐ Check if applicable: The initial term of employment shall be [____] years from the Effective Date (the "Initial Term"), automatically renewing for successive [____]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term. Notwithstanding any Initial Term or Renewal Term, employment remains subject to earlier termination as provided in Section 10.

4. BASE COMPENSATION

4.1 Base Salary. Company shall pay Executive an initial annualized Base Salary of $[________________________________], payable in accordance with Company's standard payroll practices (currently [☐ semi-monthly / ☐ bi-weekly]), less all applicable federal, state, and local tax withholdings and authorized deductions.

[// GUIDANCE: California Labor Code sections 200-204 require timely payment of wages. Exempt employees must be paid at least twice per calendar month on designated paydays. The minimum salary for exempt employees in California for 2026 is $70,304/year ($5,858.67/month). Executive salaries should substantially exceed this minimum.]

4.2 Salary Review. The Board shall review Executive's Base Salary annually, and may increase (but not decrease, except as permitted in the definition of "Good Reason") Executive's Base Salary in its sole discretion based on Executive's performance, Company performance, market conditions, and other relevant factors. Any increase in Base Salary shall not reduce or limit any other obligation of Company under this Agreement. After any increase, "Base Salary" shall refer to the increased amount.

4.3 Wage Payment Compliance. All compensation under this Agreement shall be paid in compliance with California Labor Code sections 200 through 204 and all applicable wage payment laws. Final wages upon termination shall be paid in accordance with California Labor Code sections 201 through 203.

5. ANNUAL INCENTIVE BONUS

5.1 Bonus Eligibility. For each complete fiscal year during the Employment Term, Executive shall be eligible to receive an annual cash performance bonus (the "Annual Bonus").

5.2 Target Bonus. Executive's target Annual Bonus shall be [____]% of Executive's Base Salary for such fiscal year (the "Target Bonus"), with a maximum Annual Bonus of [____]% of Base Salary (the "Maximum Bonus").

[// GUIDANCE: Typical target bonus percentages for C-suite executives range from 50% to 150% of Base Salary, with maximum payouts ranging from 150% to 300% of target. Adjust based on Company's compensation philosophy and peer benchmarking.]

5.3 Performance Criteria. The Annual Bonus shall be determined by the Board based on:

☐ Formulaic performance metrics: [________________________________]

☐ Discretionary assessment by the Board

☐ Combination of formulaic metrics ([____]%) and Board discretion ([____]%)

[// GUIDANCE: Specify whether metrics are based on Company financial performance (revenue, EBITDA, etc.), individual performance objectives, or a combination. Formulaic bonuses provide greater predictability; purely discretionary bonuses provide more Company flexibility.]

5.4 Bonus Payment Timing. Any earned Annual Bonus shall be paid no later than March 15 of the calendar year following the fiscal year to which it relates, in order to satisfy the short-term deferral exemption under Treasury Regulation section 1.409A-1(b)(4). Executive must remain employed through the date the Annual Bonus is paid to earn the Annual Bonus, except as expressly provided in Section 11 (Severance Benefits).

5.5 Signing Bonus (If Applicable).

☐ Check if applicable: Company shall pay Executive a one-time signing bonus of $[________________________________] within [____] days following the Effective Date, subject to a repayment obligation if Executive voluntarily resigns (other than for Good Reason) or is terminated for Cause within [____] months of the Effective Date.

5.6 Clawback Provisions.

(a) Statutory Clawback. Executive acknowledges that any Annual Bonus, incentive compensation, equity-based compensation, and other compensation paid or granted to Executive shall be subject to clawback, recoupment, or forfeiture as required by applicable law, including without limitation:

(i) Section 304 of the Sarbanes-Oxley Act of 2002, if applicable (requiring CEO and CFO to reimburse incentive compensation and stock sale profits following a material restatement due to misconduct);

(ii) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder, including SEC Rule 10D-1 and any applicable stock exchange listing standards requiring recovery of erroneously awarded incentive-based compensation; and

(iii) Any Company clawback or recoupment policy adopted to comply with the foregoing or otherwise adopted by the Board from time to time.

(b) Contractual Clawback. In addition to any statutory requirements, if the Board determines in good faith that Executive engaged in fraud or intentional misconduct that materially contributed to a restatement of Company's financial statements, Company may require repayment of any Annual Bonus or incentive compensation paid to Executive during the three (3)-year period preceding the date the restatement is required, to the extent such compensation exceeded what would have been paid based on the restated financial results.

6. EQUITY COMPENSATION

6.1 Initial Equity Award. Subject to approval by the Board (or its Compensation Committee), as soon as practicable following the Effective Date, Executive shall be granted the following equity award(s) under the Equity Plan (the "Initial Equity Award"):

[// GUIDANCE: Select and complete the applicable equity award types below. Attach detailed terms as Exhibit B. Ensure all equity terms conform to the governing equity incentive plan document and applicable securities laws.]

☐ (a) Incentive Stock Options (ISOs).

Number of Shares: [________________________________]

Exercise Price: $[________________________________] per share (not less than fair market value on the date of grant)

Vesting Schedule: [________________________________] (e.g., 25% after one year, then monthly over three additional years)

Maximum ISO Value: $100,000 per year (per Code section 422(d)); amounts exceeding this limit shall be treated as NSOs

Exercise Period Following Termination: [____] months (90 days for ISOs to retain ISO treatment)

[// GUIDANCE: ISOs provide favorable tax treatment to the Executive but no deduction for the Company. Verify ISO eligibility requirements under Code section 422, including the $100,000 annual vesting limit and the 10% shareholder special rules.]

☐ (b) Non-Qualified Stock Options (NSOs).

Number of Shares: [________________________________]

Exercise Price: $[________________________________] per share (not less than fair market value on the date of grant per Section 409A requirements)

Vesting Schedule: [________________________________]

Exercise Period Following Termination: [____] months

☐ (c) Restricted Stock Units (RSUs).

Number of RSU Shares: [________________________________]

Vesting Schedule: [________________________________]

Settlement: RSUs shall be settled in shares of Company common stock (or, at Company's election, cash equivalent) within [____] days following each vesting date

Dividend Equivalents: ☐ Yes / ☐ No

☐ (d) Restricted Stock.

Number of Shares: [________________________________]

Purchase Price: $[________________________________] per share (if any)

Vesting Schedule: [________________________________]

Section 83(b) Election: Executive ☐ intends / ☐ does not intend to file an election under Code section 83(b) within thirty (30) days of the grant date

☐ (e) Performance-Based Equity.

Type: ☐ Performance Stock Units (PSUs) / ☐ Performance Options

Target Number of Shares: [________________________________]

Performance Period: [________________________________]

Performance Metrics: [________________________________]

Payout Range: [____]% (threshold) to [____]% (maximum) of target

6.2 Vesting Schedules.

(a) Time-Based Vesting. Unless otherwise specified in the applicable award agreement, time-based equity awards shall vest as follows: [____]% of the award shall vest on the [____] anniversary of the vesting commencement date, and [____/____] of the remaining shares shall vest [☐ monthly / ☐ quarterly] thereafter, subject to Executive's continued employment through each vesting date.

(b) Performance-Based Vesting. Performance-based equity awards shall vest based upon the achievement of performance goals established by the Board, as set forth in the applicable award agreement.

(c) Acceleration on Termination. Acceleration of vesting upon certain termination events is governed by Sections 11 and 12 of this Agreement.

6.3 Subsequent Equity Awards. Executive shall be eligible to receive additional equity awards under the Equity Plan as determined by the Board in its sole discretion, taking into consideration Executive's performance, Company performance, competitive market practices, and total compensation.

6.4 Equity Plan Governs. All equity awards shall be subject to and governed by the terms and conditions of the Equity Plan and the individual award agreements. In the event of a conflict between this Agreement and the Equity Plan or any award agreement regarding the terms of an equity award (other than acceleration provisions in Sections 11 and 12, which shall control), the Equity Plan and award agreement shall govern.

7. EMPLOYEE BENEFITS

7.1 Health and Welfare Benefits. During the Employment Term, Executive shall be eligible to participate in all employee benefit plans and programs generally made available to similarly situated senior executives of Company, subject to the terms, conditions, and eligibility requirements of such plans, including without limitation:

(a) Medical, dental, and vision insurance;

(b) Life insurance and accidental death and dismemberment (AD&D) insurance;

(c) Short-term and long-term disability insurance;

(d) Health savings accounts (HSA) or flexible spending accounts (FSA), as applicable; and

(e) Employee assistance program (EAP).

7.2 Supplemental Executive Benefits (If Applicable).

☐ Check if applicable: In addition to the standard benefit plans, Executive shall be eligible for the following supplemental benefits:

☐ Supplemental long-term disability insurance (covering [____]% of Base Salary)

☐ Supplemental life insurance ($[________________________________] face amount)

☐ Executive health/wellness program

☐ Annual executive physical examination

☐ Other: [________________________________]

7.3 Retirement Benefits. Executive shall be eligible to participate in Company's 401(k) retirement savings plan (or equivalent plan) on the same basis as other eligible employees, subject to plan terms and applicable contribution limits under the Code. Company matching contributions, if any, shall be made in accordance with the plan document.

[// GUIDANCE: For highly compensated executives, consider whether a non-qualified deferred compensation plan (NQDC) or supplemental executive retirement plan (SERP) is appropriate. Such arrangements must comply with Section 409A. These plans are typically documented separately.]

☐ Check if applicable: Executive shall also be eligible to participate in Company's Non-Qualified Deferred Compensation Plan, subject to the terms of such plan and Section 409A of the Code.

7.4 No Guarantee of Plans. Nothing in this Agreement shall require Company to establish, maintain, or continue any particular benefit plan or program. Company reserves the right to amend, modify, or terminate any benefit plan in its sole discretion, provided that any such change applies generally to similarly situated senior executives.

8. VACATION AND PAID TIME OFF

8.1 PTO Accrual. Executive shall accrue paid time off ("PTO") at the rate of [____] days per calendar year (prorated for partial years), or in accordance with Company's PTO policy as applied to similarly situated senior executives, whichever is more favorable to Executive.

8.2 California Vested Vacation Rights. The Parties acknowledge that under California Labor Code section 227.3, accrued and unused vacation and PTO constitutes vested wages. Accordingly:

(a) Company shall not impose any "use-it-or-lose-it" policy with respect to Executive's accrued PTO;

(b) Company may impose a reasonable accrual cap (not less than [____] times the annual accrual rate) consistent with California law;

(c) Upon termination of employment for any reason, all accrued and unused PTO shall be paid out to Executive at Executive's final rate of pay on the Date of Termination; and

(d) PTO payout shall be included in final wages as required by California Labor Code sections 201 through 203.

[// GUIDANCE: California does not permit "use-it-or-lose-it" vacation policies. Employers may impose reasonable accrual caps (typically 1.5x to 2x the annual accrual). Unlimited PTO policies are permissible but involve separate legal considerations regarding payout obligations.]

8.3 Holidays and Sick Leave. Executive shall be entitled to all Company-observed holidays and sick leave in accordance with Company policy and applicable California law, including the Healthy Workplaces, Healthy Families Act (Cal. Lab. Code section 245 et seq.).

9. EXPENSE REIMBURSEMENT

9.1 Business Expenses. Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of Executive's duties, in accordance with Company's expense reimbursement policies and California Labor Code section 2802. Reimbursable expenses include, without limitation:

(a) Business travel (airfare, lodging, meals, ground transportation);

(b) Business entertainment and client development;

(c) Professional dues, memberships, and continuing education;

(d) Mobile phone, internet, and home office expenses attributable to Company business; and

(e) Such other expenses as are approved by the Board or Company policy.

9.2 Expense Submission and Reimbursement Timeline. Executive shall submit itemized expense reports with supporting documentation within sixty (60) days of incurrence. Company shall reimburse approved expenses within thirty (30) days of receipt of a properly documented expense report. Expense reimbursements shall comply with Treasury Regulation section 1.409A-1(b)(9)(v) (the expense reimbursement exception) and shall not be subject to liquidation or exchange for another benefit.

9.3 Relocation Expenses (If Applicable).

☐ Check if applicable: Company shall reimburse Executive for reasonable relocation expenses up to $[________________________________] in connection with Executive's relocation to [________________________________], subject to Company's relocation policy. Any relocation reimbursement shall be paid no later than the last day of the calendar year following the year in which the expense was incurred.

10. TERMINATION OF EMPLOYMENT

10.1 Termination Events. Executive's employment may be terminated during the Employment Term as follows:

(a) By Company for Cause. Company may terminate Executive's employment for Cause at any time, effective upon delivery of written notice to Executive specifying in reasonable detail the act(s) or omission(s) constituting Cause (subject to applicable cure periods set forth in the definition of "Cause").

(b) By Company Without Cause. Company may terminate Executive's employment without Cause at any time upon [____] days' prior written notice (or salary in lieu of such notice, at Company's election).

(c) By Executive for Good Reason. Executive may terminate employment for Good Reason in accordance with the notice and cure procedures specified in the definition of "Good Reason."

(d) By Executive Without Good Reason (Voluntary Resignation). Executive may resign without Good Reason upon [____] days' prior written notice to Company. Company may, in its sole discretion, accelerate the effective date of such resignation and pay Executive's Base Salary through the original notice period.

(e) Death. Executive's employment shall terminate automatically upon Executive's death.

(f) Disability. Company may terminate Executive's employment by reason of Disability upon written notice to Executive, subject to applicable disability leave and accommodation requirements under California and federal law (including FEHA and the ADA).

10.2 Board Removal. If Executive serves as a member of the Board or any board of an Affiliate, Executive agrees to resign from all such boards upon the Date of Termination (or promptly upon request by Company), unless otherwise agreed in writing.

10.3 Resignation from All Positions. Upon termination of employment for any reason, unless otherwise requested by the Board, Executive shall be deemed to have resigned from all positions held with Company and its Affiliates, including any officer, director, committee, or fiduciary positions.

10.4 Final Pay — California Requirements. Regardless of the reason for termination:

(a) If Company terminates Executive's employment (with or without Cause), all earned wages, accrued vacation/PTO, and reimbursable expenses shall be paid on the Date of Termination, as required by California Labor Code section 201;

(b) If Executive voluntarily resigns with at least seventy-two (72) hours' notice, final wages shall be paid on the last day of employment. If Executive provides less than seventy-two (72) hours' notice, final wages shall be paid within seventy-two (72) hours, as required by California Labor Code section 202; and

(c) Company shall provide Executive with all notices and information required by California law upon termination, including COBRA notices, EDD information, and any applicable Cal-WARN Act notices (Cal. Lab. Code section 1400 et seq.).

11. SEVERANCE BENEFITS

11.1 Severance Upon Qualifying Termination (Outside CIC Protection Period). If Executive's employment is terminated (i) by Company without Cause (other than by reason of death or Disability) or (ii) by Executive for Good Reason, in either case outside the CIC Protection Period, and subject to Executive's satisfaction of the conditions set forth in Section 11.4, Executive shall be entitled to the following Severance Benefits in addition to the Accrued Obligations:

(a) Cash Severance. An amount equal to [____] times Executive's Base Salary (at the rate in effect immediately prior to the Date of Termination or, if higher, immediately prior to any reduction constituting Good Reason), payable in substantially equal installments over the [____]-month period following the Date of Termination in accordance with Company's standard payroll schedule, commencing on the first payroll date following the Release Effective Date (with the first payment including a catch-up for any installments that would have been paid during the Release consideration period);

(b) Pro-Rata Bonus. A Pro-Rata Bonus for the fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid to other executives (but no later than March 15 of the following calendar year);

(c) COBRA Continuation. Subject to Executive's timely election of COBRA continuation coverage, Company shall pay or reimburse Executive's COBRA premiums for Executive and Executive's eligible dependents for a period of [____] months following the Date of Termination (or until Executive becomes eligible for group health coverage through another employer, whichever occurs first). Thereafter, Executive may continue COBRA coverage at Executive's own expense for the remainder of the applicable COBRA period; and

(d) Outplacement Services. Company shall provide Executive with executive-level outplacement services through a provider selected by Company for a period of up to [____] months, at a cost not to exceed $[________________________________].

[// GUIDANCE: Typical severance multiples for C-suite executives range from 1x to 2x Base Salary (or Base Salary plus Target Bonus). VP-level executives typically receive 6-12 months. COBRA coverage typically mirrors the cash severance period. Consider whether the Pro-Rata Bonus should be based on target or actual performance.]

11.2 Equity Treatment Upon Qualifying Termination (Outside CIC Protection Period). Upon a Qualifying Termination outside the CIC Protection Period:

(a) Stock Options (ISO and NSO). All unvested stock options shall [☐ be forfeited / ☐ accelerate and vest as to [____] additional months of vesting]. Vested stock options shall remain exercisable for [____] months following the Date of Termination (but not beyond the original expiration date);

(b) RSUs. All unvested RSUs shall [☐ be forfeited / ☐ accelerate and vest as to [____] additional months of vesting], with settlement occurring within [____] days of the applicable vesting date; and

(c) Performance Awards. All unvested performance-based awards shall [☐ be forfeited / ☐ vest pro-rata based on actual performance through the Date of Termination / ☐ vest at target level pro-rata for the elapsed portion of the performance period].

11.3 Termination for Cause or Voluntary Resignation Without Good Reason. If Executive's employment is terminated by Company for Cause or by Executive without Good Reason, Executive shall receive only the Accrued Obligations. All unvested equity awards shall be immediately forfeited as of the Date of Termination, and vested stock options shall be exercisable for the period specified in the applicable award agreement.

11.4 Conditions to Severance Benefits. Executive's receipt of Severance Benefits under this Section 11 (other than Accrued Obligations) is conditioned upon:

(a) Executive's timely execution (and non-revocation during any applicable revocation period) of the Release within the time period specified therein, which shall be no later than the later of (i) sixty (60) days following the Date of Termination, or (ii) the period required by the Older Workers Benefit Protection Act (29 U.S.C. section 626(f)), if applicable;

(b) Executive's continued compliance with the obligations set forth in Sections 15, 16, 17, and 18 of this Agreement;

(c) Executive's return of all Company property in accordance with Section 18; and

(d) Executive's compliance with the cooperation obligations described in Section 11.5.

11.5 Cooperation. Following any termination of employment, Executive shall reasonably cooperate with Company in connection with any pending or future litigation, investigation, regulatory proceeding, or other matter arising out of events or circumstances occurring during Executive's employment. Company shall reimburse Executive for reasonable out-of-pocket expenses incurred in connection with such cooperation and shall schedule such cooperation so as not to unreasonably interfere with Executive's other professional commitments.

11.6 Death or Disability. In the event of Executive's death or termination by reason of Disability:

(a) Executive (or Executive's estate or legal representative) shall receive the Accrued Obligations;

(b) Executive (or Executive's estate) shall receive a Pro-Rata Bonus based on [☐ actual performance / ☐ Target Bonus];

(c) All unvested time-based equity awards shall [☐ immediately accelerate and vest in full / ☐ accelerate as to [____] additional months of vesting / ☐ be forfeited]; and

(d) Company shall provide COBRA premium payments for Executive's eligible dependents for [____] months following the date of death or Disability termination.

11.7 No Mitigation; No Offset. Executive shall not be required to mitigate the amount of any payment or benefit provided under this Section 11 by seeking other employment or otherwise, and the amount of Severance Benefits shall not be reduced by any compensation Executive earns from subsequent employment.

12. CHANGE-IN-CONTROL PROVISIONS

12.1 CIC Severance — Double Trigger. If, during the CIC Protection Period, Executive's employment is terminated (i) by Company (or any successor) without Cause or (ii) by Executive for Good Reason (a "CIC Qualifying Termination"), and subject to Executive's satisfaction of the conditions set forth in Section 11.4, Executive shall be entitled to the following in lieu of (and not in addition to) the Severance Benefits described in Section 11.1:

[// GUIDANCE: "Double trigger" provisions — requiring both a Change in Control and a qualifying termination — are now the market standard. "Single trigger" arrangements (where benefits are triggered by the CIC alone) are disfavored by proxy advisory firms and institutional investors. Consider the appropriate level of protection based on Executive's role and market practice.]

(a) Lump-Sum Cash Severance. A cash payment equal to [____] times the sum of (i) Executive's Base Salary (at the highest rate in effect at any time during the twelve (12) months preceding the Date of Termination) plus (ii) Executive's Target Bonus (the "CIC Cash Severance"), payable in a single lump sum within [____] days following the Release Effective Date (but no earlier than the first business day following the expiration of the Release revocation period);

(b) Pro-Rata Bonus. A Pro-Rata Bonus for the fiscal year in which the Date of Termination occurs, based on the greater of (i) Target Bonus or (ii) actual performance, payable at the time bonuses are paid to other executives (but no later than March 15 of the following calendar year);

(c) Full Equity Acceleration. All unvested equity awards (including stock options, RSUs, restricted stock, and the target number of shares subject to performance-based awards) shall immediately vest in full and, to the extent applicable, become exercisable as of the Date of Termination. Stock options shall remain exercisable for [____] months following the Date of Termination (but not beyond the original expiration date);

(d) COBRA Continuation. Company shall pay or reimburse Executive's COBRA premiums for Executive and Executive's eligible dependents for a period of [____] months following the Date of Termination (or until Executive becomes eligible for group health coverage through another employer, whichever occurs first); and

(e) Outplacement Services. Executive-level outplacement services for up to [____] months.

[// GUIDANCE: CIC severance multiples for C-suite executives typically range from 2x to 3x (Base Salary + Target Bonus). VP-level executives typically receive 1x to 2x. COBRA continuation typically ranges from 18 to 24 months. Ensure the total CIC package does not inadvertently trigger Section 280G penalties (see Section 14).]

12.2 Treatment of Equity Awards Upon Change in Control (No Termination). In the event of a Change in Control in which Executive's employment is not terminated:

(a) If the successor entity assumes or substitutes Executive's equity awards with economically equivalent awards, such assumed or substituted awards shall continue to vest in accordance with their original terms, subject to the acceleration provisions of Section 12.1(c) upon any subsequent CIC Qualifying Termination; or

(b) If the successor entity does not assume or substitute Executive's equity awards, all unvested equity awards shall immediately vest in full and, to the extent applicable, become exercisable immediately prior to the consummation of the Change in Control.

13. SECTION 409A COMPLIANCE

13.1 General Intent. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder ("Section 409A"), and shall be interpreted, construed, and administered in a manner consistent with such intent.

13.2 Exempt Payments. To the maximum extent permitted, each payment and benefit under this Agreement is intended to qualify for an exemption from Section 409A, including:

(a) The short-term deferral exemption under Treasury Regulation section 1.409A-1(b)(4);

(b) The separation pay plan exemption under Treasury Regulation section 1.409A-1(b)(9)(iii) (limited to the lesser of two times Executive's annualized compensation or two times the limit under Code section 401(a)(17) for the year of Separation from Service); and

(c) The limited payment exemption under Treasury Regulation section 1.409A-1(b)(9)(v)(D).

13.3 Installment Payments. Each installment payment under this Agreement shall be treated as a separate payment for purposes of Section 409A.

13.4 Specified Employee Delay. Notwithstanding any provision of this Agreement to the contrary, if Executive is a Specified Employee as of the Date of Termination, then to the extent any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" subject to Section 409A and is payable on account of Executive's Separation from Service, such payment or benefit shall be delayed until the earlier of (a) the first business day following the six (6)-month anniversary of Executive's Separation from Service, or (b) Executive's death (the "Delay Period"). Any payments delayed pursuant to this Section 13.4 shall be accumulated and paid in a lump sum on the first business day following the expiration of the Delay Period, together with interest at the applicable federal rate.

13.5 Reimbursements and In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement that constitutes "nonqualified deferred compensation" under Section 409A shall be subject to the following: (a) the amount eligible for reimbursement or in-kind benefits in one calendar year shall not affect the amount eligible in any other calendar year; (b) reimbursement shall be made on or before the last day of the calendar year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

13.6 Separation from Service. For purposes of this Agreement, "termination of employment," "termination," or words of similar import shall mean a Separation from Service as defined under Section 409A.

14. SECTION 280G — GOLDEN PARACHUTE PROVISIONS

14.1 Parachute Payment Limitation. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or any other plan, arrangement, or agreement (collectively, "Total Payments") would constitute a "parachute payment" within the meaning of Section 280G of the Code and would, but for this Section 14, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be either:

(a) Delivered in full; or

(b) Reduced to the minimum extent necessary so that no portion of the Total Payments would be subject to the Excise Tax;

whichever of (a) or (b) results in Executive's receipt, on an after-tax basis (taking into account all applicable federal, state, and local income taxes, employment taxes, and the Excise Tax), of the greatest amount of Total Payments.

[// GUIDANCE: This is the "better-of" or "best net" approach. Alternatives include: (1) a full gross-up (Company pays Executive an additional amount to cover the Excise Tax — increasingly rare and disfavored by stockholders and proxy advisors); (2) a hard cutback (always reduce payments to avoid Excise Tax — most conservative for the Company); or (3) modified gross-up (gross-up only if the parachute amount exceeds the safe harbor by a specified percentage, e.g., 10%). Select the approach appropriate for the Company's governance standards.]

14.2 Determination of Reduction. If a reduction of Total Payments is required under Section 14.1(b), the reduction shall be applied in the following order, unless Executive designates a different order that is consistent with Section 409A:

(a) First, by reducing cash severance payments;

(b) Second, by reducing any accelerated vesting of equity awards (in reverse order of vesting dates);

(c) Third, by reducing any other benefits; and

(d) Fourth, by reducing any other payments.

14.3 Calculation. All calculations required under this Section 14 shall be performed by a nationally recognized accounting firm or independent compensation consultant selected by Company and reasonably acceptable to Executive (the "280G Advisor"). The 280G Advisor shall provide detailed supporting calculations to both Company and Executive. Company shall bear all costs of the 280G Advisor.

14.4 Adjustment. If, notwithstanding the initial determination of the 280G Advisor, it is later determined that Executive received Total Payments in excess of the amount permitted under Section 14.1, Executive shall promptly return any excess to Company. If it is determined that Executive received less than the amount to which Executive was entitled, Company shall promptly pay any shortfall to Executive.

15. RESTRICTIVE COVENANTS

15.1 Non-Competition — California Prohibition.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT DOES NOT CONTAIN ANY NON-COMPETITION COVENANT OR RESTRICTION. Under California Business and Professions Code section 16600, as amended by AB 1076 (section 16600.1, effective January 1, 2024) and SB 699 (section 16600.5, effective January 1, 2024):

(a) Any contract that restrains anyone from engaging in a lawful profession, trade, or business of any kind is void, except for limited statutory exceptions (sale of business goodwill, dissolution of a partnership or LLC);

(b) Non-competition agreements in the employment context are unlawful, regardless of how narrowly tailored;

(c) The prohibition applies to current and former California employees, regardless of where the employer or the non-compete agreement originated; and

(d) Violation of these provisions constitutes unfair competition, subject to civil penalties, injunctive relief, damages, and attorneys' fees.

[// GUIDANCE: Do NOT include any non-compete or non-competition provision in any California executive employment agreement. Even a narrowly tailored non-compete is void and may expose the Company to penalties and liability under sections 16600.1 and 16600.5. This prohibition was reaffirmed and expanded effective January 1, 2024.]

15.2 Non-Solicitation of Employees. During Executive's employment and for a period of [____] months following the Date of Termination, Executive shall not, directly or indirectly, solicit, recruit, or induce (or attempt to solicit, recruit, or induce) any employee or independent contractor of Company or its Affiliates to terminate their relationship with Company, or hire or engage any such person, provided that this restriction shall:

(a) Apply only to individuals who were employees or contractors of Company during the six (6) months preceding Executive's Date of Termination;

(b) Not prohibit general solicitations of employment (e.g., job postings, advertisements) not specifically directed at Company employees; and

(c) Not prohibit Executive from hiring any individual who independently contacts Executive without solicitation.

[// GUIDANCE: California courts have increasingly scrutinized employee non-solicitation clauses post-AB 1076. The California Supreme Court's decision in Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 cast doubt on broad non-solicitation covenants. This provision is narrowly tailored to protect trade secrets and is designed to be enforceable under California law, but enforceability is not guaranteed. Client/customer non-solicitation provisions are generally void in California unless limited to preventing actual trade secret misappropriation. Consider removing post-employment non-solicitation entirely if the Company is risk-averse.]

15.3 Non-Solicitation of Clients/Customers. The Parties acknowledge that, under California law, a standalone client or customer non-solicitation covenant is generally unenforceable. Company's remedy for misuse of Confidential Information or trade secrets in soliciting clients or customers is through the trade secret and confidentiality protections in Section 16 and applicable law (including CUTSA).

15.4 Non-Disparagement. Following the Date of Termination, each Party agrees not to make any public statements that are materially disparaging about the other Party. This provision shall not restrict (a) truthful testimony compelled by legal process, (b) statements made to governmental agencies in connection with any investigation or proceeding, (c) statements made in the course of legal proceedings between the Parties, or (d) Executive's rights under Section 7 of the National Labor Relations Act or any other applicable whistleblower or protected activity law.

16. CONFIDENTIALITY AND TRADE SECRET PROTECTION

16.1 Definition of Confidential Information. "Confidential Information" means all non-public information, in any form or medium, that relates to Company's or its Affiliates' business, operations, customers, products, services, finances, technology, or intellectual property, including but not limited to:

(a) Trade secrets (as defined under Cal. Civ. Code section 3426.1 and the federal Defend Trade Secrets Act, 18 U.S.C. section 1836);

(b) Business plans, strategies, projections, and financial information;

(c) Customer and supplier lists, contracts, pricing, and purchasing information;

(d) Product development plans, technical data, research, and development information;

(e) Software, algorithms, source code, and technology architecture;

(f) Employee compensation, personnel, and organizational information;

(g) Marketing plans, competitive analyses, and sales strategies; and

(h) Any information designated as confidential by Company.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Executive; (ii) was rightfully in Executive's possession before employment with Company, as documented in writing; (iii) is rightfully disclosed to Executive by a third party without restriction on disclosure; or (iv) is independently developed by Executive without use of Confidential Information.

16.2 Obligations of Confidentiality. Executive shall:

(a) Hold all Confidential Information in the strictest confidence;

(b) Use Confidential Information solely for the purpose of performing Executive's duties for Company;

(c) Not disclose Confidential Information to any third party without the prior written consent of Company (except as necessary in the performance of Executive's duties or as required by law); and

(d) Take all reasonable precautions to prevent unauthorized disclosure of Confidential Information.

These obligations shall survive the termination of Executive's employment for any reason and shall continue for so long as the Confidential Information remains confidential (and, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law).

16.3 California Uniform Trade Secrets Act (CUTSA). Executive acknowledges that the unauthorized use or disclosure of Company's trade secrets is actionable under the California Uniform Trade Secrets Act (Cal. Civ. Code sections 3426 through 3426.11), which provides for:

(a) Injunctive relief to prevent actual or threatened misappropriation;

(b) Damages for actual loss and unjust enrichment;

(c) Exemplary damages of up to twice the amount of actual damages in cases of willful and malicious misappropriation; and

(d) Reasonable attorneys' fees in cases of willful and malicious misappropriation or bad-faith claims.

The statute of limitations for CUTSA claims is three (3) years from the date the misappropriation is discovered or should have been discovered.

16.4 Federal Defend Trade Secrets Act — Whistleblower Immunity Notice. Pursuant to 18 U.S.C. section 1833(b), Executive is hereby notified that:

(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

16.5 Remedies for Breach. Executive acknowledges that any breach or threatened breach of this Section 16 may cause irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, Company shall be entitled to seek injunctive relief (temporary, preliminary, and permanent) in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages.

17. INTELLECTUAL PROPERTY AND INVENTIONS ASSIGNMENT

17.1 Assignment of Inventions. Executive hereby irrevocably assigns to Company all right, title, and interest in and to any and all inventions, discoveries, improvements, works of authorship, designs, formulas, processes, techniques, know-how, data, software, and other intellectual property (collectively, "Inventions") that Executive makes, conceives, reduces to practice, or creates, either alone or jointly with others, during Executive's employment with Company, that:

(a) Relate to Company's actual or demonstrably anticipated business, research, or development;

(b) Result from any work performed by Executive for Company; or

(c) Are developed using Company's equipment, supplies, facilities, or Confidential Information.

17.2 California Labor Code Section 2870 — Exclusion. Pursuant to California Labor Code section 2870, the assignment in Section 17.1 does NOT apply to any Invention that Executive develops entirely on Executive's own time, without using Company's equipment, supplies, facilities, or trade secret information, UNLESS the Invention either:

(a) Relates at the time of conception or reduction to practice to Company's business or to Company's actual or demonstrably anticipated research or development; or

(b) Results from any work performed by Executive for Company.

A copy of California Labor Code sections 2870 through 2872 is attached as Exhibit A. Executive acknowledges receipt of this notice.

[// GUIDANCE: California Labor Code section 2870 is a mandatory protection for employees. The employer MUST provide notice that the assignment does not apply to inventions meeting the section 2870 criteria. Failure to provide this notice may render the entire assignment provision unenforceable. Attach the full statutory text as Exhibit A.]

17.3 Disclosure and Cooperation. Executive shall promptly disclose to Company all Inventions subject to assignment hereunder. Executive shall cooperate fully with Company in securing and maintaining patent, copyright, trademark, and other intellectual property protections for such Inventions, including executing any documents and taking any actions reasonably necessary to effectuate such protections. This obligation shall survive termination of employment.

17.4 Prior Inventions. Executive has identified on a separate schedule (or, if no schedule is attached, Executive represents that there are none) all Inventions that Executive owns or has an interest in prior to the Effective Date and that Executive wishes to exclude from the scope of this Agreement ("Prior Inventions"). If Executive uses or incorporates any Prior Invention in any work for Company, Executive hereby grants Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Prior Invention in connection with Company's business.

17.5 Works Made for Hire. Executive acknowledges that all works of authorship created by Executive in the scope of employment are "works made for hire" as defined under the Copyright Act (17 U.S.C. section 101). To the extent any such work does not qualify as a work made for hire, Executive hereby assigns all copyright in such work to Company.

17.6 Moral Rights Waiver. To the fullest extent permitted by applicable law, Executive waives any moral rights (including rights of attribution and integrity) in any Inventions or works assigned to Company.

18. RETURN OF COMPANY PROPERTY

18.1 Obligation to Return. Upon the Date of Termination (or at any time upon Company's request), Executive shall immediately return to Company all Company property in Executive's possession or control, including but not limited to:

(a) Laptops, computers, tablets, mobile phones, and other electronic devices;

(b) Access cards, keys, security badges, and parking passes;

(c) Credit cards, corporate charge cards, and expense accounts;

(d) All documents, files, records, and materials (in any format, including electronic) containing or relating to Confidential Information;

(e) All copies, summaries, notes, and extracts of Confidential Information; and

(f) Any other Company property or equipment.

18.2 Electronic Information. Executive shall permanently delete all Confidential Information stored on any personal devices, cloud storage accounts, email accounts, or other systems not owned by Company, and shall certify in writing that such deletion has been completed.

18.3 No Liens or Claims. Executive shall not assert any lien, claim, or right of retention over any Company property, and failure to return property shall not excuse Company's obligation to pay Accrued Obligations.

19. INDEMNIFICATION AND D&O INSURANCE

19.1 Statutory Indemnification. Company shall indemnify and hold harmless Executive to the fullest extent permitted by the California Corporations Code (including section 317), Company's articles of incorporation, and Company's bylaws, as in effect on the Effective Date or as thereafter amended (but only to the extent such amendments do not reduce Executive's rights).

19.2 Contractual Indemnification. In addition to any rights under Company's organizational documents, Company shall defend, indemnify, and hold harmless Executive from and against any and all claims, damages, losses, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to Executive's good-faith performance of duties as an officer, director, employee, or agent of Company or any Affiliate, except to the extent such claims arise from Executive's:

(a) Gross negligence or willful misconduct;

(b) Acts not in good faith or not reasonably believed to be in Company's best interests;

(c) Transactions from which Executive derived an improper personal benefit; or

(d) Acts or omissions for which indemnification is prohibited by applicable law.

19.3 Advancement of Expenses. Company shall advance to Executive all reasonable attorneys' fees and expenses incurred in connection with any claim or proceeding described in Section 19.2, subject to Executive's written undertaking to repay such amounts if it is ultimately determined that Executive is not entitled to indemnification.

19.4 Directors' and Officers' Insurance. During the Employment Term and for a period of not less than [____] years following the Date of Termination (regardless of the reason for termination), Company shall maintain directors' and officers' liability insurance covering Executive with coverage limits and terms no less favorable than the coverage provided to other senior executives and directors of Company.

[// GUIDANCE: The tail coverage period for D&O insurance is typically 6 years (to match the longest applicable statute of limitations). Ensure the indemnification provisions are consistent with the Company's bylaws and any separate indemnification agreement.]

19.5 Indemnification Agreement. Company and Executive shall enter into a separate Indemnification Agreement in the form customarily used by Company for its directors and officers, providing indemnification and advancement rights consistent with (and in addition to) the provisions of this Section 19.

19.6 Survival. The obligations of Company under this Section 19 shall survive the termination of Executive's employment for any reason and shall continue for the duration of any applicable statutes of limitation.

20. DISPUTE RESOLUTION

20.1 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 that would result in the application of the laws of another jurisdiction.

20.2 Forum Selection — California Labor Code Section 925. Consistent with California Labor Code section 925, all disputes, claims, or controversies arising out of or relating to this Agreement or Executive's employment shall be resolved exclusively in the State of California. Executive shall not be required to adjudicate any claim arising in California in any forum outside of California.

[// GUIDANCE: California Labor Code section 925 prohibits employers from requiring California employees to litigate or arbitrate claims arising in California in another state or under another state's law. An exception exists for employees individually represented by counsel in negotiating the forum/choice-of-law clause. Even where the exception applies, California-specific claims must remain subject to California law.]

20.3 Arbitration. Except as provided in Section 20.5, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, or validity thereof, including any claim arising under federal, state, or local statute, regulation, or common law (collectively, "Covered Claims"), shall be resolved by final and binding arbitration administered by JAMS in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The arbitration shall be conducted as follows:

(a) Location. The arbitration shall be held in [________________________________], California;

(b) Arbitrator. A single neutral arbitrator shall be selected in accordance with JAMS rules. The arbitrator shall be a retired judge or attorney with substantial experience in executive employment matters;

(c) Discovery. The Parties shall be entitled to reasonable discovery, including document requests, interrogatories, and depositions, as determined by the arbitrator consistent with the efficient resolution of the dispute;

(d) Costs and Fees. Company shall bear all arbitration filing fees, administrative fees, and arbitrator fees and costs that exceed the amount of court filing fees Executive would have incurred in court. Each Party shall bear its own attorneys' fees, except as otherwise provided by applicable law or as awarded by the arbitrator;

(e) Remedies. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive and declaratory relief, compensatory damages, and attorneys' fees where authorized by law;

(f) Written Decision. The arbitrator shall issue a written award with findings of fact and conclusions of law;

(g) Confidentiality. The arbitration proceedings and all documents and testimony shall be treated as confidential, except as required by law or as necessary to confirm, vacate, or enforce the award; and

(h) Judgment. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

[// GUIDANCE: California imposes specific requirements for employment arbitration agreements. Under Armendariz v. Foundation Health Psychcare Services (2000) 24 Cal.4th 83, an enforceable employment arbitration agreement must: (1) provide for a neutral arbitrator; (2) allow for adequate discovery; (3) require a written award; (4) provide all remedies available in court; and (5) not require the employee to bear costs unique to arbitration. Ensure compliance with all Armendariz requirements.]

20.4 Claims Not Subject to Arbitration. The following claims shall not be subject to mandatory arbitration, to the extent prohibited by applicable law:

(a) Claims for workers' compensation benefits;

(b) Claims for unemployment insurance benefits;

(c) Claims under the California Private Attorneys General Act (PAGA) (Cal. Lab. Code section 2698 et seq.), to the extent non-arbitrable under applicable law;

(d) Claims before the National Labor Relations Board;

(e) Claims before the California Department of Fair Employment and Housing or the Equal Employment Opportunity Commission (administrative charges); and

(f) Claims for injunctive or other equitable relief in aid of arbitration.

20.5 Provisional Remedies. Nothing in this Section 20 shall prevent either Party from seeking temporary or preliminary injunctive relief or other provisional remedies from a court of competent jurisdiction in connection with a breach or threatened breach of Sections 16, 17, or 18, pending final resolution through arbitration.

20.6 Jury Trial Waiver. IF, AND ONLY IF, A COVERED CLAIM IS DETERMINED BY A COURT TO NOT BE SUBJECT TO ARBITRATION, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT.

[// GUIDANCE: Jury trial waivers are not enforceable in all California courts. Include this provision only after consultation with counsel regarding current enforceability in the applicable venue. Delete this section if the Parties elect not to include a jury waiver.]

21. GENERAL PROVISIONS

21.1 Entire Agreement. This Agreement, together with the Equity Plan, any individual equity award agreements, the Indemnification Agreement, and the Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings, whether written or oral, relating to the subject matter hereof.

21.2 Amendment and Waiver. No amendment, modification, or supplement to this Agreement shall be valid or binding unless set forth in writing and signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A waiver on one occasion shall not constitute a waiver on any subsequent occasion. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce it at a later time.

21.3 Severability and Reformation. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent to the greatest extent possible.

21.4 Assignment.

(a) Executive. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, and any purported assignment shall be null and void.

(b) Company. Company may assign this Agreement to any successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of Company's assets, provided that such successor assumes all of Company's obligations under this Agreement. This Agreement shall inure to the benefit of and be binding upon Company's successors and permitted assigns.

21.5 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid; or (d) upon transmission by email with confirmation of receipt, to the addresses set forth in the preamble of this Agreement (or to such other address as a Party may designate by written notice).

21.6 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement by facsimile, PDF, or other electronic means (including electronic signature under the federal E-SIGN Act and the California Uniform Electronic Transactions Act, Cal. Civ. Code section 1633.1 et seq.) shall be fully effective.

21.7 Construction. This Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. As used herein, "including" means "including without limitation," and "or" is not exclusive.

21.8 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein shall confer any rights upon any other person or entity, except that Executive's estate and beneficiaries shall be third-party beneficiaries of the Accrued Obligations and any death-related benefits.

21.9 Tax Withholding. Company shall have the right to deduct and withhold from all payments and benefits under this Agreement all federal, state, and local taxes and other amounts required to be withheld by applicable law. Executive shall be solely responsible for all tax obligations arising from payments under this Agreement, except to the extent Company fails to properly withhold as required by law.

21.10 No Obligation to Hire. Nothing in this Agreement shall be construed as giving Executive any right to be retained in the employ of Company beyond the terms of this Agreement, and each Party retains the right to terminate the employment relationship at any time, subject to the terms and conditions hereof.

21.11 Legal Fees for Negotiation. ☐ Check if applicable: Company shall reimburse Executive up to $[________________________________] for reasonable legal fees incurred by Executive in connection with the negotiation, review, and execution of this Agreement, payable within thirty (30) days following presentation of invoices.

22. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Executive Employment Agreement as of the Effective Date first written above.

COMPANY:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXECUTIVE:

[________________________________]

Signature: [________________________________]

Date: [__/__/____]

EXHIBIT A — CALIFORNIA LABOR CODE SECTIONS 2870-2872

Notice to Executive Regarding Inventions Assignment

Pursuant to California Labor Code section 2872, Company is required to provide Executive with the following notice:

California Labor Code Section 2870 — Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

California Labor Code Section 2871. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosing provision is otherwise consistent with law.

California Labor Code Section 2872. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870.

Executive Acknowledgment:

I, [________________________________], have received, read, and understand this notice regarding California Labor Code sections 2870 through 2872.

Executive Initials: [____]

Date: [__/__/____]

EXHIBIT B — EQUITY AWARD SUMMARY

[// GUIDANCE: Complete this Exhibit to provide a summary of all equity awards granted in connection with this Agreement. Detailed terms should be set forth in individual award agreements under the Equity Plan.]

EXHIBIT C — FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE

[// GUIDANCE: Attach the Company's standard form of separation agreement and general release. The Release should comply with the Older Workers Benefit Protection Act (OWBPA) requirements if Executive is age 40 or older, including: (a) 21-day consideration period (or 45 days for group terminations); (b) 7-day revocation period; (c) written in a manner calculated to be understood; (d) advising the employee to consult with an attorney; and (e) not waiving rights or claims arising after the date of execution. The Release should also comply with California Civil Code section 1542 waiver requirements.]

[To be attached]

SOURCES AND REFERENCES

California Statutes:
- Cal. Bus. & Prof. Code § 16600 — Restraint of Trade Prohibition
- Cal. Bus. & Prof. Code § 16600.1 (AB 1076) — Non-Compete Agreements Unlawful
- Cal. Bus. & Prof. Code § 16600.5 (SB 699) — Out-of-State Non-Competes
- Cal. Lab. Code §§ 200-204 — Wage Payment Requirements
- Cal. Lab. Code § 227.3 — Vested Vacation Pay
- Cal. Lab. Code § 925 — Forum Selection Limitations
- Cal. Lab. Code § 2802 — Expense Reimbursement
- Cal. Lab. Code §§ 2870-2872 — Inventions Assignment
- Cal. Lab. Code §§ 1400-1408 — Cal-WARN Act
- Cal. Civ. Code §§ 3426-3426.11 — California Uniform Trade Secrets Act (CUTSA)
- Cal. Corp. Code § 317 — Indemnification of Corporate Agents
- Cal. Civ. Code § 1633.1 et seq. — Uniform Electronic Transactions Act

Federal Statutes and Regulations:
- 26 U.S.C. § 409A — Deferred Compensation Requirements
- 26 U.S.C. § 280G — Golden Parachute Payments
- 26 U.S.C. § 4999 — Excise Tax on Excess Parachute Payments
- Treasury Reg. § 1.409A-1 — Section 409A Regulations
- 18 U.S.C. § 1833(b) — Defend Trade Secrets Act Whistleblower Immunity
- 29 U.S.C. § 626(f) — Older Workers Benefit Protection Act
- 29 U.S.C. § 1161 et seq. — COBRA
- 29 U.S.C. § 2101 et seq. — Federal WARN Act
- Dodd-Frank Act § 954 / SEC Rule 10D-1 — Clawback
- Sarbanes-Oxley Act § 304 — CEO/CFO Forfeiture

Key California Case Law:
- Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 — Non-compete/non-solicitation prohibition
- Armendariz v. Foundation Health Psychcare Services (2000) 24 Cal.4th 83 — Employment arbitration requirements

Prepared for attorney review. This template is provided for informational purposes only and does not constitute legal advice.