EXECUTIVE EMPLOYMENT AGREEMENT

[// GUIDANCE: Tailor all bracketed items before releasing this Agreement to the client.]

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [COMPANY NAME], an Illinois corporation (the “Company”), and [EXECUTIVE NAME] (“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Recitals

A. The Company desires to employ Executive in a key leadership role and recognizes that Executive possesses unique skills and experience essential to the Company’s growth and success.
B. Executive is willing to accept such employment on the terms and subject to the conditions set forth herein.
C. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1.2 Term; At-Will Presumption

The term of Executive’s employment (the “Term”) shall commence on the Effective Date and continue until terminated pursuant to Section 6. Nothing herein shall alter the at-will nature of employment except as expressly provided in Section 6.

2. DEFINITIONS

[// GUIDANCE: Insert or delete defined terms as suited to the transaction.]

“AAA” means the American Arbitration Association.
“Base Salary” has the meaning given in Section 3.3(a).
“Board” means the Company’s Board of Directors.
“Bonus” has the meaning given in Section 3.3(b).
“Cause” means:
(i) willful misconduct or gross negligence materially injurious to the Company;
(ii) conviction or plea of nolo contendere to any felony;
(iii) material breach of Sections 5.1–5.4; or
(iv) continued failure to substantially perform duties (other than by reason of Disability) after receipt of written notice and a [30]-day cure period.

“Change in Control” means any one of the following events:
(a) a sale of substantially all of the Company’s assets;
(b) a merger, consolidation, or reorganization resulting in the ownership of more than 50 % of the voting securities by persons who were not shareholders immediately prior thereto; or
(c) a single transaction or series of related transactions in which a third party acquires more than 50 % of the then-outstanding voting securities.

“Company Group” means the Company and its Affiliates.
“Confidential Information” has the meaning given in Section 5.1.
“Date of Termination” means the date employment actually ends pursuant to Section 6.
“Disability” means Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, for 120 consecutive days or 180 non-consecutive days in any 12-month period.
“Good Reason” means, without Executive’s written consent:
(i) material diminution in Executive’s authority, duties, or responsibilities;
(ii) reduction of Base Salary or Target Bonus;
(iii) relocation of primary work location by more than 50 miles; or
(iv) material breach by the Company of this Agreement;
provided Executive gives notice within 60 days of the event and the Company fails to cure within 30 days.

“Severance Period” has the meaning given in Section 6.4(a).
“Target Bonus” means [TARGET BONUS PERCENTAGE] % of Base Salary.

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Title: [EXECUTIVE TITLE].
(b) Reporting: Executive shall report to [SUPERVISOR OR BOARD].
(c) Duties: Executive shall have such authority, duties, and responsibilities customary for similarly situated executives in comparable companies.
(d) Exclusive Services: Executive shall devote substantially all business time and attention to the Company Group, except for (i) charitable activities, (ii) passive personal investments, and (iii) board service approved in advance by the Board, provided none materially interferes with Executive’s obligations.

3.2 Location

Primary work location shall be [CITY, STATE]; remote work arrangements shall be at the Board’s discretion. Travel reasonably required to fulfill duties is expected.

3.3 Compensation

(a) Base Salary: The Company shall pay Executive an annualized base salary of $[BASE SALARY AMOUNT], payable in accordance with the Company’s ordinary payroll practices and the Illinois Wage Payment and Collection Act.
(b) Annual Bonus: Executive shall be eligible for an annual incentive bonus with a Target Bonus equal to the Target Bonus percentage, based on performance metrics established by the Board. The actual bonus, if any, shall be paid no later than 2½ months following the end of the applicable fiscal year.
(c) Equity Awards: Subject to Board approval, Executive shall receive an equity award of [EQUITY GRANT TYPE] covering [NUMBER] shares, vesting [EQUITY VESTING SCHEDULE], and otherwise governed by the applicable plan documents.
(d) Change in Control Acceleration: Upon a Change in Control, any outstanding unvested time-based equity shall become fully vested; any performance-based equity shall vest as provided in the governing award agreement.

3.4 Benefits & Perquisites

Executive shall be eligible to participate in the Company’s employee benefit plans, including healthcare, retirement, and paid leave, on a basis no less favorable than other senior executives, subject to the terms of such plans and applicable law.

3.5 Business Expenses

The Company shall reimburse Executive for reasonable and properly documented business expenses in accordance with its expense policy and within 30 days after submission of acceptable documentation.

3.6 Indemnification & D&O Insurance

The Company shall indemnify Executive to the fullest extent permitted under Illinois law and the Company’s bylaws, and shall maintain directors’ and officers’ liability insurance covering Executive on terms no less favorable than coverage provided to other senior executives.

4. REPRESENTATIONS & WARRANTIES

4.1 Company Representations

(a) Authority: The Company is duly organized, validly existing, and has full corporate power to execute and perform this Agreement.
(b) No Conflict: The execution and delivery of this Agreement do not conflict with any charter document, law, or material agreement binding on the Company.

4.2 Executive Representations

(a) Qualifications: Executive possesses the requisite skill, experience, and legal capacity to perform hereunder.
(b) No Restrictions: Executive is not party to any agreement or restriction that would impede performance of duties or grant any third party rights in conflict with this Agreement.
(c) Accuracy: All information provided to the Company regarding Executive’s background and qualifications is true and accurate in all material respects.

4.3 Survival

The representations and warranties in this Section 4 shall survive the execution of this Agreement and, where context requires, the termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Executive shall not during or after employment disclose or use any Confidential Information except as necessary to perform duties for the Company Group. “Confidential Information” includes all non-public information regarding the Company Group’s business, finances, strategies, technology, and personnel, whether or not marked confidential.

5.2 Intellectual Property & Inventions

(a) Assignment: Executive hereby assigns to the Company all right, title, and interest in any invention, work of authorship, or discovery conceived or developed in the course of employment or using Company Group resources.
(b) Further Assurances: Executive shall execute all documents reasonably requested to perfect such rights.

5.3 Restricted Activities

(a) Non-Competition: During employment and for [12] months thereafter, Executive shall not, without prior written consent of the Board, directly or indirectly engage in or manage any Competing Business within [GEOGRAPHIC SCOPE].
(b) Non-Solicitation of Customers: During employment and for [18] months thereafter, Executive shall not solicit or interfere with any material customer or supplier of the Company Group.
(c) Non-Solicitation of Employees: During employment and for [18] months thereafter, Executive shall not solicit or hire any employee of the Company Group.
[// GUIDANCE: Under Illinois law, restrictive covenants must be narrowly tailored and supported by adequate consideration; adjust duration/scope accordingly.]

5.4 Non-Disparagement

Each Party agrees not to make statements intended to disparage or harm the reputation of the other Party or any member of the Company Group.

5.5 Compliance with Policies

Executive shall comply with all written Company policies, codes of conduct, and applicable law (including but not limited to insider-trading, anti-bribery, and data-privacy statutes).

6. DEFAULT & REMEDIES

6.1 Events of Termination

Employment may be terminated:
(a) by the Company for Cause (effective immediately upon Notice);
(b) by the Company without Cause upon [30] days’ Notice;
(c) by Executive for Good Reason upon [30] days’ Notice and expiration of any applicable cure period;
(d) by Executive without Good Reason upon [60] days’ Notice;
(e) upon Executive’s Disability; or
(f) upon Executive’s death.

6.2 Accrued Obligations

Upon any termination, Executive shall be entitled to: (i) unpaid Base Salary through the Date of Termination; (ii) accrued but unused vacation pay; (iii) reimbursable expenses; and (iv) vested employee benefits, each in accordance with plan terms.

6.3 Severance for Termination Without Cause or for Good Reason

Subject to Sections 6.5–6.6 and Executive’s execution (and non-revocation) of a customary release, if the Company terminates employment without Cause or Executive terminates for Good Reason, the Company shall provide:
(a) Severance Pay: An amount equal to [SEVERANCE MULTIPLE] times the sum of Base Salary plus Target Bonus, payable in substantially equal installments over the Severance Period;
(b) COBRA: Reimbursement of COBRA premiums for [NUMBER] months or until Executive becomes eligible for comparable coverage; and
(c) Equity Treatment: Vesting acceleration as specified in Section 3.3(d) (or, if termination occurs within 24 months following a Change in Control, full acceleration of all equity).

6.4 Definition of Severance Period

“Severance Period” means the [NUMBER]-month period commencing on the Date of Termination.

6.5 Conditions Precedent

The Company’s obligation to provide severance is conditioned on:
(i) Executive’s timely execution of a full general release and waiver of claims;
(ii) Executive’s continued compliance with Sections 5.1–5.4; and
(iii) compliance with any post-employment cooperation obligations reasonably requested by the Company.

6.6 Clawback & Recoupment

Any compensation paid or payable hereunder shall be subject to recoupment in accordance with any clawback policy adopted by the Company or mandated by applicable law.

7. RISK ALLOCATION

7.1 Indemnification

The Company shall indemnify and hold harmless Executive from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) incurred in connection with any proceeding arising out of Executive’s status or activities as an officer, to the fullest extent permitted by Illinois law.

7.2 Limitation of Liability

Except with respect to (i) indemnification obligations under Section 7.1, (ii) liability for breach of Sections 5.1–5.3, and (iii) liability not permitted to be limited by law, the liability of each Party to the other under this Agreement (whether in contract, tort, or otherwise) shall not exceed [CAP AMOUNT OR “an amount mutually agreed upon by the Parties”].

7.3 Insurance

The Company shall maintain in force for the Term (and tail coverage for six years thereafter) D&O insurance customary for similarly situated companies.

7.4 Force Majeure

Neither Party shall be liable for failure to perform due to any cause beyond its reasonable control, including acts of God, war, terrorism, pandemic, or governmental order; provided, however, that nonpayment of monetary obligations shall never be excused.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Illinois, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [Cook County, Illinois] for any action arising out of or relating to this Agreement.

8.3 Arbitration

(a) Mandatory Arbitration: Except for claims seeking injunctive relief under Sections 5.1–5.3, any controversy or claim arising out of or relating to this Agreement or the employment relationship shall be resolved by binding arbitration before [ARBITRATION PROVIDER (AAA/JAMS)] in [Chicago, Illinois], under its employment arbitration rules.
(b) FAA Applicability: The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 8.3.
(c) Remedies: The arbitrator may award all remedies available under applicable law and this Agreement, including provisional relief.
(d) Confidentiality: The proceedings and any award shall be confidential.
(e) Costs: The Company shall bear the arbitrator’s fees and administrative costs; each Party shall bear its own attorneys’ fees unless the arbitrator awards such fees to the prevailing Party.

8.4 Jury Trial Waiver

To the extent any dispute is not arbitrated, each Party knowingly and voluntarily waives any right to a trial by jury.

8.5 Injunctive Relief

The Parties agree that a breach of Sections 5.1–5.3 would cause irreparable harm for which monetary damages would be inadequate, and therefore the Company Group shall be entitled to seek injunctive relief, without posting bond, in any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Notices

Any notice under this Agreement shall be in writing and deemed given when delivered personally, by certified mail (return receipt requested), by recognized overnight courier, or by email with confirmation of receipt, addressed as follows (or as either Party may designate by Notice):

Company: [COMPANY ADDRESS/EMAIL]
Executive: [EXECUTIVE ADDRESS/EMAIL]

9.2 Amendment & Waiver

No amendment or waiver of any provision shall be effective unless in a writing signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that the Company may assign to a successor in connection with a Change in Control, provided such successor assumes all obligations herein.

9.4 Successors & Assigns

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

9.5 Severability; Reformation

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

9.6 Entire Agreement

This Agreement, together with any equity plans and grant agreements referenced herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

9.7 Withholding

All payments are subject to applicable withholding and payroll taxes. The Company shall have the right to withhold or offset any amounts due to Executive to satisfy tax obligations.

9.8 Section 409A Compliance

The Parties intend that all compensation and benefits provided under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code. This Agreement shall be interpreted and administered accordingly. Each payment hereunder shall be treated as a separate payment for purposes of Section 409A.

9.9 Counterparts; Electronic Execution

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be deemed original signatures.

10. EXECUTION BLOCK

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

[// GUIDANCE: Determine whether notarization or witness signatures are advisable or mandatory for your jurisdiction and transaction.]