Employment Contract - Executive

EXECUTIVE EMPLOYMENT AGREEMENT

(State of Georgia – Comprehensive Template)

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. Under O.C.G.A. § 13-8-57(b), an employee restraint lasting two years or less is rebuttably presumed reasonable in time, while one lasting more than two years is rebuttably presumed unreasonable.

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

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

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.

(iii) Release Timing. If Executive is age forty (40) or older and the release includes claims under the Age Discrimination in Employment Act, the release must provide at least twenty-one (21) days for consideration and seven (7) days after execution for revocation. A forty-five (45)-day consideration period applies only to a qualifying exit-incentive or other group termination program and requires the disclosures specified by 29 U.S.C. § 626(f)(1)(H).

(iv) Section 409A. If Executive is a “specified employee” of a publicly traded corporation and nonqualified deferred compensation is payable because of a separation from service, payment shall be delayed only to the extent and for the period required by Code § 409A(a)(2)(B)(i).

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 or as protected by law. “Confidential Information” includes trade secrets as defined by O.C.G.A. § 10-1-761(4) and other proprietary data, whether or not marked confidential.

Protected Disclosures; DTSA Notice. Nothing in this Agreement prohibits lawful reports to government officials or attorneys, communications with government agencies, or other protected whistleblower activity. Under 18 U.S.C. § 1833(b), an individual is immune from federal and state trade-secret liability for a confidential disclosure to a government official or attorney made solely to report or investigate a suspected violation of law, or for a disclosure in a court filing made under seal. In an anti-retaliation action, the individual may disclose a trade secret to counsel and use it in the proceeding if filings containing it are under seal and disclosure is otherwise limited to court order.

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. Use this covenant only if Executive performs duties within an eligible category under O.C.G.A. § 13-8-53(a), such as qualifying management duties or the duties of a key employee or professional. During employment and the Restrictive Period, Executive shall not, within [describe the territory that gives fair notice of the maximum reasonable scope], perform for a competitor services that are the same as or similar to services Executive performed for Company during the two years preceding termination.
(b) Non-Solicitation of Customers. During employment and the Restrictive Period, Executive shall not solicit or attempt to solicit business from customers or actively sought prospective customers with whom Executive had material contact during employment for purposes of providing products or services competitive with Company’s business, consistent with O.C.G.A. § 13-8-53(b).
(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 comply with Georgia’s Restrictive Covenants Act. If a covenant is otherwise void or unenforceable, a court may modify it so long as the modification does not render the covenant more restrictive as to Executive than originally drafted, as provided by O.C.G.A. § 13-8-53(d).

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 appropriate injunctive relief, subject to any bond required by applicable law, 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

If Company is a Georgia corporation and Executive serves as an officer, Company shall indemnify and advance expenses to Executive to the extent authorized by its articles, bylaws, resolutions, contracts, and O.C.G.A. § 14-2-857. Any advancement for service as a director must satisfy the written affirmation, undertaking, authorization, and repayment requirements in § 14-2-853. If Company is another entity type, counsel must substitute the governing entity statute.

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.

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. At the election provided by 9 U.S.C. § 402, this clause does not require arbitration of a case relating to a sexual-assault or sexual-harassment dispute as defined in 9 U.S.C. § 401. 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. This Agreement does not contain a pre-litigation contractual jury-trial waiver. Bank South, N.A. v. Howard, 264 Ga. 339, 340–41 (1994).

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. An electronic record or signature may not be denied legal effect solely because it is electronic, subject to O.C.G.A. § 10-12-7 and other applicable law.

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.

End of Document

Sources and References

• O.C.G.A. § 13-8-53 — restrictive-covenant scope and eligible employees
• O.C.G.A. § 13-8-57 — duration presumptions
• O.C.G.A. § 10-1-761 — trade-secret definitions
• O.C.G.A. § 14-2-857 — officer indemnification and advancement
• O.C.G.A. § 10-12-7 — electronic records and signatures
• Georgia Legislative Counsel — 2025 enacted-statutes summary and amendment table
• Georgia Legislative Counsel — 2026 enacted-statutes summary and amendment table
• 18 U.S.C. § 1833 — protected trade-secret disclosures
• 29 U.S.C. § 626 — ADEA waiver requirements
• 9 U.S.C. §§ 401-402 — sexual-assault and sexual-harassment disputes
• 26 U.S.C. § 409A — nonqualified deferred compensation