EXECUTIVE EMPLOYMENT AGREEMENT

(State of Georgia – Comprehensive Template)

[// GUIDANCE: This template is drafted for a Georgia-based employer and is intended for customization by qualified counsel. Bracketed terms require client-specific input. Comply with all internal cross-references when editing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Position; Duties; Term
   3.2 Compensation & Benefits
   3.3 Expense Reimbursement
   3.4 Claw-Back; Recoupment
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidential Information
   5.2 Intellectual Property
   5.3 Restrictive Covenants
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Executive Employment Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

• [Company Name], a [Georgia corporation/LLC/etc.] (“Company”); and
• [Executive Name] (“Executive”).

Company and Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals

A. Company desires to employ Executive in a key leadership capacity and to secure Executive’s services on the terms set forth herein.
B. Executive is willing to accept such employment on the terms and subject to the conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and the benefits to be derived here-from, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below:

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with Company.

“Base Salary” – the annualized cash salary specified in Section 3.2(a), as may be adjusted.

“Board” – the Board of Directors (or equivalent governing body) of Company.

“Cause” – [substantially as follows: (i) Executive’s willful misconduct or gross negligence; (ii) material breach of this Agreement or fiduciary duty; (iii) conviction or plea of nolo contendere to a felony or crime involving moral turpitude; (iv) fraud or material dishonesty; or (v) violation of Company’s code of conduct resulting in material harm].

“Change in Control” – [insert customary definition tied to ownership change, merger, sale of substantially all assets, etc.].

“COBRA” – Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Compensation Committee” – the committee of the Board responsible for executive compensation matters.

“Good Reason” – [substantially as follows: (i) material diminution of authority, duties, or compensation; (ii) material relocation >50 miles; or (iii) material breach by Company, in each case following notice and 30-day cure].

“Restrictive Period” – [12–24] months following the Date of Termination (or such shorter period mandated by applicable law).

“Severance Benefits” – the payments and benefits described in Section 3.2(f).

“Term” – the period defined in Section 3.1(c).

[// GUIDANCE: Add/delete definitions to align with negotiated terms. Ensure cross-references match Section numbers.]

3. OPERATIVE PROVISIONS

3.1 Position; Duties; Term

(a) Position. Executive shall serve as [Title] of Company and shall report to [the Board/the Chief Executive Officer].
(b) Duties. Executive shall devote substantially all working time, skill, and attention to the business of Company and shall perform such duties as are customary for the position and as reasonably assigned.
(c) Term. Employment under this Agreement shall commence on the Effective Date and continue until the third (3rd) anniversary thereof (the “Initial Term”), automatically renewing for successive one-year periods (each, a “Renewal Term”) unless either Party provides at least 90 days’ written notice of non-renewal. The Initial Term and any Renewal Term(s) are collectively the “Term.”

3.2 Compensation & Benefits

(a) Base Salary. Company shall pay Executive a Base Salary of $[_] per annum, payable in accordance with Company’s regular payroll practices.
(b) Annual Bonus. Executive shall be eligible for an annual incentive bonus with a target opportunity of [%] of Base Salary, based upon criteria established by the Compensation Committee.
(c) Long-Term Incentive/Equity. Executive shall be eligible to participate in Company’s equity-based incentive plans, subject to Board approval.
(d) Benefits. Executive shall be entitled to participate in employee benefit plans and programs generally available to senior executives, subject to the terms thereof.
(e) Paid Time Off. Executive shall accrue [__] days of paid time off (“PTO”) per calendar year, pro-rated for partial years.
(f) Severance.
(i) Termination Without Cause or for Good Reason (no Change in Control): Company shall pay (A) cash severance equal to [12] months of Base Salary, payable in [lump sum/installments], (B) prorated annual bonus for the year of termination, and (C) COBRA premiums for up to [12] months, all conditioned on Executive’s timely execution of a customary release of claims.
(ii) Change in Control – Double Trigger: If within [12] months following a Change in Control Executive is terminated without Cause or resigns for Good Reason, Severance Benefits shall equal: (A) [18–24] months of Base Salary, (B) target annual bonus, (C) accelerated vesting of all outstanding equity awards (unless more favorable plan terms apply), and (D) COBRA premiums for [18] months.

3.3 Expense Reimbursement

Company shall promptly reimburse Executive for reasonable business expenses incurred in the performance of duties, subject to Company’s policies.

3.4 Claw-Back; Recoupment

All compensation is subject to any claw-back or recoupment policy adopted by Company, including policies required under applicable law or exchange listing standards.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents that it has full power and authority to enter into and perform this Agreement.

4.2 Executive’s Representations. Executive represents that (a) performance of Executive’s duties will not violate any contractual or legal obligations to third parties, and (b) Executive is not subject to any non-compete or similar restriction that would impair service to Company.

4.3 Survival. The representations and warranties contained in this Section 4 shall survive the termination of this Agreement for a period of [12] months.

5. COVENANTS & RESTRICTIONS

5.1 Confidential Information

Executive shall hold in strict confidence and not disclose or use any Confidential Information except as required in the performance of duties for Company. “Confidential Information” includes trade secrets and other proprietary data, whether or not marked confidential.

5.2 Intellectual Property

All inventions, works of authorship, and other intellectual property conceived or developed by Executive in the course of employment (“Work Product”) shall be the sole property of Company. Executive hereby assigns all right, title, and interest in such Work Product to Company.

5.3 Restrictive Covenants

(a) Non-Competition. During employment and the Restrictive Period, Executive shall not, within the Restricted Territory of [describe scope—e.g., states where Company does business], engage in any business that competes with Company’s [principal business lines].
(b) Non-Solicitation of Customers. During employment and the Restrictive Period, Executive shall not solicit any Customer for the purpose of providing Competing Products or Services.
(c) Non-Solicitation of Employees & Contractors. During employment and the Restrictive Period, Executive shall not solicit or hire any Company employee or contractor.
(d) Reasonableness; Reformation. The Parties intend the covenants to be enforceable under Georgia’s Restrictive Covenants Act. If any covenant is found overly broad, a court shall modify it to the minimum extent necessary to be enforceable.

[// GUIDANCE: Georgia allows up to 2-year non-compete and longer protection for trade secrets. Tailor the Restrictive Period and geography to the executive’s role.]

6. DEFAULT & REMEDIES

6.1 Events of Default by Executive.
(a) Material breach of this Agreement;
(b) Breach of fiduciary duty;
(c) Misappropriation of Company property; or
(d) Acts or omissions constituting Cause.

6.2 Company Remedies. Upon an Event of Default, Company may:
(i) terminate this Agreement for Cause;
(ii) seek injunctive relief without posting bond to prevent further breach;
(iii) recover actual damages, attorneys’ fees, and costs; and
(iv) exercise any other remedies at law or equity.

6.3 Notice & Cure. Except for breaches that cannot be cured (e.g., theft), Company shall provide written notice describing the default and a 10-day cure period before exercising remedies.

7. RISK ALLOCATION

7.1 Indemnification

Company shall indemnify and hold harmless Executive from and against any losses, claims, damages, or liabilities arising out of Executive’s performance in good faith within the scope of employment, to the fullest extent permitted under Georgia law. Company shall advance expenses in connection therewith, subject to repayment if Executive is ultimately found not entitled to indemnification.

7.2 Limitation of Liability

Except for (i) claims based on willful misconduct or fraud, (ii) breaches of Section 5, or (iii) indemnification obligations under Section 7.1, each Party’s aggregate liability under this Agreement shall not exceed $[CAP AMOUNT] in the aggregate.
[// GUIDANCE: Adjust or remove cap per negotiation and any applicable D&O insurance limits.]

7.3 Insurance

Company shall maintain directors’ and officers’ liability insurance (“D&O Insurance”) covering Executive on terms no less favorable than those provided to similarly-situated officers.

7.4 Force Majeure

Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, pandemic, or governmental order, provided that the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

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

8.2 Arbitration. Except as provided in Section 8.4 (Injunctive Relief), any dispute arising out of or relating to this Agreement or Executive’s employment shall be finally resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. The arbitration shall be conducted in [Atlanta, Georgia] before a single arbitrator experienced in employment matters.

8.3 Arbitration Procedures.
(a) Limited discovery consistent with AAA rules;
(b) Written reasoned award issued within 30 days of hearing close;
(c) Arbitrator may award any remedy available in court, including attorneys’ fees where authorized by this Agreement or statute.

8.4 Injunctive Relief. Either Party may seek temporary, preliminary, or permanent injunctive relief in the state or federal courts located in [Fulton County, Georgia] to enforce Sections 5 or preserve status quo pending arbitration.

8.5 Forum Selection. Subject to arbitration, the Parties submit to exclusive jurisdiction of the courts of the State of Georgia.

8.6 Jury Trial Waiver. [OPTIONAL – include if desired] EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY COURT PROCEEDING ARISING OUT OF THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute waiver.

9.2 Assignment. Executive may not assign or delegate any rights or obligations. Company may assign this Agreement to any successor or Affiliate, provided that such assignee assumes Company’s obligations.

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

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior agreements or understandings.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via PDF or electronic signature service), each of which is deemed an original, and all of which together constitute one instrument.

9.6 Notices. All notices shall be in writing and deemed given (i) when delivered personally, (ii) one business day after deposit with a recognized overnight courier, or (iii) three business days after mailing by certified mail, return-receipt requested, to the addresses below (or as later designated):

Company:
[Company Address]
Attn: [Title/Department]

Executive:
[Executive Address]

10. EXECUTION BLOCK

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

[// GUIDANCE: Determine whether Georgia law or corporate bylaws require notarization or witness signatures for executive contracts. Common practice does not; include only if desired.]

End of Document