EXECUTIVE EMPLOYMENT AGREEMENT

(Florida – Comprehensive Template)

[// GUIDANCE: Bracketed, ALL-CAPS placeholders (e.g., [COMPANY NAME]) are intended for user customization. Remove guidance comments prior to final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Employment; Term
4. Duties & Performance Standards
5. Compensation & Benefits
6. Termination of Employment; Severance
7. Change in Control Protections
8. Covenants & Restrictions
9. Indemnification; Insurance; Liability Limitation
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY NAME], a [STATE OF INCORPORATION] corporation with its principal place of business located at [COMPANY ADDRESS] (the “Company”), and [EXECUTIVE NAME], an individual residing at [EXECUTIVE ADDRESS] (the “Executive”).

RECITALS
A. The Company desires to employ the Executive in a senior executive capacity and the Executive desires to accept such employment, all on the terms and conditions set forth herein.
B. Adequate consideration supports the promises contained in this Agreement, including, without limitation, the compensation herein described and access to the Company’s Confidential Information (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below and shall apply equally to their singular and plural forms. Cross-references in parentheses indicate principal Section usage.

“AAA” means the American Arbitration Association. (Sec. 10)
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
“Agreement” has the meaning set forth in the preamble.
“Arbitration Rules” means the AAA Employment Arbitration Rules & Procedures, as amended.
“Base Salary” means the amount specified in Section 5.1.
“Board” means the Board of Directors of the Company.
“Cause” has the meaning assigned in Section 6.2(a).
“Change in Control” has the meaning assigned in Section 7.1.
“Code” means the Internal Revenue Code of 1986, as amended.
“Confidential Information” has the meaning assigned in Section 8.1.
“Good Reason” has the meaning assigned in Section 6.2(b).
“Protected Period” means the twenty-four (24) months immediately following a Change in Control.
“Severance Period” means the period described in Section 6.3(b).

[// GUIDANCE: Add or delete defined terms to match business needs. Maintain alphabetical order for ease of reference.]

3. EMPLOYMENT; TERM

3.1 Position & Title. The Executive shall serve as [TITLE – e.g., Chief Executive Officer] and shall report to the Board.

3.2 Employment Status. Employment is “at will,” subject to termination in accordance with Section 6.

3.3 Term. The term of employment shall commence on the Effective Date and continue until terminated pursuant to Section 6 (the “Term”).

4. DUTIES & PERFORMANCE STANDARDS

4.1 Duties. The Executive shall have such responsibilities, duties, and authority customarily associated with the position, together with such additional duties as the Board may assign, provided such duties are consistent with Executive’s position and status.

4.2 Time & Effort. The Executive shall devote substantially all business time and best efforts to the performance of duties for the Company and its Affiliates.

4.3 Policies & Compliance. The Executive shall comply in all material respects with:
a. All applicable federal, state, and local laws (including Florida employment and securities laws);
b. All written codes of conduct, ethics policies, and insider-trading policies of the Company; and
c. Any lawful directives of the Board.

5. COMPENSATION & BENEFITS

5.1 Base Salary. The Company shall pay Executive a base salary at the annualized rate of [AMOUNT IN DOLLARS] (“Base Salary”), payable in accordance with the Company’s normal payroll practices, but not less frequently than semi-monthly.

5.2 Annual Bonus. Executive shall be eligible for an annual cash bonus with a target opportunity of [PERCENTAGE]% of Base Salary (“Target Bonus”), based on performance criteria approved by the Board. The actual bonus, if any, shall be paid no later than the date that is two-and-one-half (2.5) months following the fiscal year to which the bonus relates.

5.3 Long-Term Incentive Compensation. Executive shall be eligible to participate in any equity or other long-term incentive compensation plan for senior executives, subject to terms approved by the Board (“LTI Awards”).

5.4 Benefits. Executive shall be eligible to participate in all employee benefit plans and fringe benefit programs generally available to senior executives, including [list key benefits: health, dental, vision, 401(k), etc.], subject to plan terms.

5.5 Expense Reimbursement. The Company shall reimburse Executive for all reasonable and necessary business expenses incurred while performing duties, subject to the Company’s expense policy. Reimbursement shall be made no later than sixty (60) days following submission of properly documented expenses.

5.6 Clawback. All compensation is subject to forfeiture or recoupment pursuant to: (a) any Company clawback policy, and (b) any applicable law or listing standard.

[// GUIDANCE: For Section 409A compliance, ensure payment timing conforms to Treas. Reg. § 1.409A-3.]

6. TERMINATION OF EMPLOYMENT; SEVERANCE

6.1 Termination Events. Employment may be terminated at any time by either party upon:
a. Death or Disability of the Executive;
b. Termination by the Company for Cause or without Cause; or
c. Resignation by the Executive with Good Reason or without Good Reason.

6.2 Definitions.
a. “Cause” means: (i) willful misconduct or gross negligence; (ii) conviction of, or plea of guilty or nolo contendere to, a felony; (iii) material breach of this Agreement or fiduciary duty; or (iv) fraud, embezzlement, or dishonesty that is materially injurious.
b. “Good Reason” means, without Executive’s written consent: (i) material reduction in Base Salary or Target Bonus opportunity; (ii) material diminution of authority, duties, or title; (iii) relocation of principal place of employment by more than [MILES] miles; or (iv) Company’s material breach of this Agreement, provided that Executive gives written notice within ninety (90) days and Company fails to cure within thirty (30) days thereafter.

6.3 Payments upon Termination.
a. Accrued Obligations. Upon any termination, Executive shall receive: (i) earned but unpaid Base Salary; (ii) unreimbursed expenses; and (iii) vested employee benefits, in each case through the date of termination (“Accrued Obligations”).
b. Severance Without Cause / For Good Reason. If the Company terminates employment without Cause, or Executive resigns for Good Reason, Executive shall, subject to Section 6.4:
i. Severance Payments equal to [NUMBER] months of Base Salary, payable in installments over the same payroll cycle (“Severance Period”);
ii. Continuation of medical coverage at active-employee rates during the Severance Period;
iii. Prorated Target Bonus for the fiscal year of termination based on actual performance through the termination date; and
iv. [Optional] Outplacement services for up to [DOLLAR AMOUNT].
c. Death or Disability. In the event of death or Disability, Executive (or estate) shall receive: Accrued Obligations; prorated Target Bonus; and immediate vesting of outstanding LTI Awards, subject to plan terms.
d. Cause / Resignation without Good Reason. If employment ends for Cause or Executive resigns without Good Reason, Executive shall receive only the Accrued Obligations.

6.4 Release. Payments under Sections 6.3(b)–(c) are conditioned on Executive’s timely execution (and non-revocation) of a customary release of claims, delivered no later than forty-five (45) days following termination.

6.5 Section 409A. Notwithstanding any provision to the contrary, if at termination Executive is a “specified employee” (as defined in Code § 409A) and any payment is deferred compensation under § 409A, such payment shall not commence until the first business day after the six-month anniversary of termination, or Executive’s earlier death.

7. CHANGE IN CONTROL PROTECTIONS

7.1 Definition. “Change in Control” shall have the meaning set forth in the Company’s [Equity Plan], or, if none, shall mean the consummation of: (i) a merger resulting in current shareholders owning <50% of combined voting power; (ii) a sale of substantially all Company assets; or (iii) a single person or group acquiring >50% of voting securities.

7.2 Double-Trigger Vesting. If, during the Protected Period, employment terminates under Section 6.3(b):
a. All outstanding time-based LTI Awards shall vest in full;
b. All performance-based awards shall vest at target unless a higher level is determinable; and
c. Severance Payments under Section 6.3(b)(i) shall be increased to [NUMBER] months of Base Salary plus Target Bonus.

7.3 Excise Tax Gross-Up or Cut-Back. [CHOOSE ONE: (a) The Company shall provide a gross-up to place Executive in the same after-tax position; OR (b) Payments shall be reduced to avoid the excise tax under Code § 4999, but only if such reduction provides a greater net-after-tax benefit.]

[// GUIDANCE: Florida imposes no state-specific statutory severance; tailor this section to deal structure.]

8. COVENANTS & RESTRICTIONS

8.1 Confidentiality. Executive shall not, during or after employment, use or disclose Confidential Information except as required for the performance of duties or as expressly authorized in writing by the Company. Confidential Information includes trade secrets as defined by the Florida Uniform Trade Secrets Act.

8.2 Non-Competition. In consideration of the compensation and access to Confidential Information, Executive agrees that, during employment and for a period of [12–24] months thereafter (the “Restricted Period”), Executive will not engage, directly or indirectly, in any Competitive Business within [GEOGRAPHIC SCOPE].

[// GUIDANCE: Under Fla. Stat. § 542.335, non-compete restrictions must protect a “legitimate business interest” and be reasonably limited in time, area, and line of business. Courts commonly enforce 6–24 months for executives.]

8.3 Non-Solicitation. During the Restricted Period, Executive shall not: (a) solicit or hire any employee of the Company; or (b) solicit business from, or divert business of, any customer or prospective customer with whom Executive had material contact.

8.4 Non-Disparagement. Each party agrees not to make statements likely to damage the other party’s reputation, except as required by law.

8.5 Return of Property. Upon termination, Executive shall immediately return all Company property, including documents and electronic files.

8.6 Cooperation. Executive shall reasonably cooperate with the Company in any inquiry or proceeding relating to acts while employed, provided the Company reimburses reasonable out-of-pocket expenses.

8.7 Remedies. Executive acknowledges that violation of this Section 8 will cause irreparable harm, and the Company shall be entitled to injunctive relief, in addition to any other remedies, without the necessity of posting bond.

9. INDEMNIFICATION; INSURANCE; LIABILITY LIMITATION

9.1 Indemnification. To the fullest extent permitted by law and the Company’s organizational documents, the Company shall indemnify and hold harmless the Executive against all expenses, judgments, fines, and amounts paid in settlement incurred by Executive in connection with any proceeding arising by reason of Executive’s status as an officer of the Company, provided Executive acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

9.2 D&O Insurance. During employment and for six (6) years thereafter, the Company shall maintain directors’ and officers’ liability insurance covering the Executive on terms no less favorable than those applicable to any then-current officer or director.

9.3 Liability Cap. Except for liability arising from (i) fraud, (ii) gross negligence, or (iii) willful misconduct, the aggregate liability of the Executive to the Company for direct damages shall not exceed [CAP DOLLAR AMOUNT OR FORMULA].

[// GUIDANCE: Caps are negotiable. Verify public-policy limitations on indemnification for fiduciary breaches under applicable corporate statutes.]

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

10.2 Binding Arbitration. Except as provided in Section 10.4 (Injunctive Relief), any controversy arising out of or relating to this Agreement, the employment relationship, or its termination shall be settled by final and binding arbitration before a single arbitrator in [COUNTY], FLORIDA, administered by the AAA under its Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

10.3 Arbitration Procedures.
a. Discovery shall be permitted as necessary to ensure a fair hearing.
b. The arbitrator shall have authority to award all remedies available under applicable law.
c. Each party shall bear its own attorneys’ fees and costs, except as otherwise provided by statute or Section 10.5.

10.4 Injunctive Relief. Notwithstanding Section 10.2, the Company may seek temporary, preliminary, or permanent injunctive relief in state court in [COUNTY], FLORIDA to enforce Section 8.

10.5 Attorneys’ Fees. In any action or arbitration to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

10.6 Jury Waiver. [OPTIONAL – INSERT if elected] THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

11. GENERAL PROVISIONS

11.1 Amendment; Waiver. No modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be deemed a waiver of any subsequent breach.

11.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that the Company may assign to a successor in interest in connection with a merger, consolidation, or sale of all or substantially all assets, provided that such successor assumes the Company’s obligations hereunder.

11.3 Severability; Reformation. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.

11.4 Entire Agreement. This Agreement (including any exhibits or schedules) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings.

11.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered via PDF, DocuSign, or similar electronic means shall be deemed original and binding.

11.6 Notices. All notices shall be in writing and deemed given when delivered personally, sent by recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above (or such other address designated in writing).

11.7 Construction. The parties acknowledge that each has had the opportunity to review and negotiate this Agreement with counsel, and no presumption shall arise against either party as drafter.

11.8 Headings. Section headings are for convenience only and shall not affect interpretation.

12. EXECUTION BLOCK

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

[// GUIDANCE: Florida law does not generally require notarization or witnesses for an employment contract; however, obtain internal corporate approval (e.g., Board resolutions) confirming signatory authority.]

Prepared for immediate legal review and customization. Ensure all placeholders are completed, cross-references validated, and company policies aligned prior to circulation.