EXECUTIVE EMPLOYMENT AGREEMENT

(Massachusetts – Court-Ready Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Employment & Duties
4. Term of Employment
5. Compensation & Benefits
6. Termination; Severance; Change in Control
7. Restrictive Covenants
8. Indemnification & Insurance
9. Limitation of Liability
10. Default; Remedies
11. Dispute Resolution
12. General Provisions
13. 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 [STATE OF INCORPORATION] [corporation/LLC/etc.], with its principal place of business at [COMPANY ADDRESS] (the “Company”), and [EXECUTIVE NAME], residing at [EXECUTIVE ADDRESS] (“Executive”).

Recitals

A. The Company desires to employ Executive in a senior leadership capacity and to ensure Executive’s continued services on the terms set forth herein.
B. Executive is willing to accept such employment subject to the terms of this Agreement.
NOW, THEREFORE, 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:

[// GUIDANCE: Confirm that corporate resolutions authorizing execution have been obtained and retained with the Company’s minute book.]

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined elsewhere shall have the meanings assigned in this Section 2.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
“Base Salary” – the annualized cash salary payable to Executive under Section 5.1.
“Board” – the Company’s Board of Directors (or equivalent governing body).
“Cause” – (a) Executive’s willful misconduct or gross negligence in the performance of duties; (b) material breach of this Agreement or of a fiduciary duty to the Company; (c) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; or (d) any act of fraud, embezzlement, or dishonesty against the Company.
“Change in Control” – any transaction or series of transactions constituting a “change in ownership” or “change in effective control” of the Company, or a “change in ownership of a substantial portion of assets,” each within the meaning of Treas. Reg. § 1.409A-3(i)(5).
“Good Reason” – (a) material diminution in Executive’s authority, duties, or responsibilities; (b) material reduction in Base Salary; (c) relocation of Executive’s principal work location by more than [X] miles; or (d) material breach by the Company of this Agreement, in each case subject to cure pursuant to Section 6.2(c).
“Garden Leave Payment” – consideration required under Mass. Gen. Laws ch. 149 § 24L in respect of the Non-Competition Covenant.
“Restrictive Covenants” – the covenants set forth in Section 7.
“Termination Date” – the date Executive’s employment actually terminates for any reason.

[// GUIDANCE: Add additional defined terms as needed for incentive equity, bonus plans, etc.; keep definitions alphabetized.]

3. EMPLOYMENT & DUTIES

3.1 Title; Reporting. Executive shall serve as [TITLE] of the Company, reporting directly to [REPORTING BODY/PERSON].

3.2 Authority & Responsibilities. Executive shall have such authority, duties, and responsibilities as are customary for an executive in that position and as the Board may reasonably assign, consistent with Executive’s position.

3.3 Time & Attention. Executive shall devote full professional time and best efforts to the business of the Company, except for (a) serving on boards approved in advance by the Board, (b) charitable activities, and (c) management of personal investments, none of which shall materially interfere with Executive’s duties.

3.4 Location. Executive’s principal office shall be [CITY, STATE], subject to reasonable travel.

4. TERM OF EMPLOYMENT

4.1 At-Will Employment. Employment hereunder is [at-will/for a fixed term of __ years] and may be terminated by either party at any time, subject to Section 6.

4.2 Automatic Renewal. If a fixed term is selected, the term shall automatically renew for successive one-year periods unless either party gives at least [90] days’ written notice of non-renewal.

5. COMPENSATION & BENEFITS

5.1 Base Salary. The Company shall pay Executive a Base Salary of $[AMOUNT] per annum, payable in accordance with the Company’s normal payroll practices and the Massachusetts Wage Act, Mass. Gen. Laws ch. 149 § 148.

5.2 Annual Bonus. Executive shall be eligible for an annual performance bonus with a target of [__]% of Base Salary, based on criteria established by the Board or its Compensation Committee. Any bonus shall be paid no later than [75] days after the close of the applicable fiscal year.

5.3 Long-Term Incentive Compensation. Executive shall participate in the Company’s [equity/phantom equity/cash] long-term incentive plan(s) pursuant to separate award agreements.

5.4 Benefits. Executive shall be eligible to participate in all employee benefit plans generally available to senior executives, subject to plan terms. This includes Massachusetts Paid Family and Medical Leave contributions and benefits.

5.5 Expense Reimbursement. The Company shall reimburse reasonable business expenses in accordance with its written policies, provided that requests are submitted within [30] days of incurrence and consistent with Internal Revenue Code § 409A.

5.6 Clawback. Any incentive compensation shall be subject to the Company’s clawback policy and applicable law.

6. TERMINATION; SEVERANCE; CHANGE IN CONTROL

6.1 Termination Events. Employment may be terminated:
(a) By the Company for Cause;
(b) By the Company without Cause;
(c) By Executive for Good Reason;
(d) By Executive voluntarily without Good Reason with [30] days’ notice;
(e) Upon Executive’s death; or
(f) Upon Disability (inability to perform essential duties for [180] consecutive days), subject to the Americans with Disabilities Act.

6.2 Notice & Cure.
(a) For Cause Termination requires written notice specifying grounds.
(b) For Good Reason, Executive must provide notice within [90] days after the event and allow the Company [30] days to cure.
(c) If cured, the purported Good Reason event shall be deemed not to have occurred.

6.3 Severance Pay & Benefits.
(a) If the Company terminates without Cause or Executive terminates for Good Reason, the Company shall:
 (i) Pay accrued but unpaid Base Salary, earned but unpaid bonus, and unreimbursed expenses through the Termination Date (“Accrued Obligations”);
 (ii) Pay severance equal to [__] months of Base Salary, payable in substantially equal installments over the Severance Period;
 (iii) Pay a pro-rated portion of the target annual bonus for the year of termination;
 (iv) Pay COBRA premiums for [__] months or until Executive becomes eligible for other coverage.
(b) Conditions. Severance is conditioned upon Executive’s (i) execution and non-revocation of a separation and release agreement within the time required by law, and (ii) continued compliance with the Restrictive Covenants.
(c) Section 409A. Payments shall be interpreted and, if necessary, delayed to comply with Code § 409A.

6.4 Change in Control Protection.
(a) If, within [12] months following a Change in Control, Executive is terminated without Cause or resigns for Good Reason, the Company shall:
 (i) Pay Accrued Obligations;
 (ii) Pay a lump-sum severance equal to [__] times the sum of (x) Base Salary and (y) target annual bonus;
 (iii) Accelerate vesting of all outstanding equity awards (unless superseded by award agreements);
 (iv) Provide continued health coverage for [__] months.
(b) Parachute Payments. Payments shall be reduced to the extent necessary to avoid the excise tax under Code § 4999 unless Executive elects otherwise.

6.5 No Benefits Upon Other Terminations. Upon termination for Cause, voluntary resignation without Good Reason, death, or Disability, Executive shall receive only Accrued Obligations, except as required by law or applicable benefit plans.

7. RESTRICTIVE COVENANTS

7.1 Confidential Information. Executive shall not, during or after employment, disclose or use Confidential Information except in the performance of duties. “Confidential Information” includes trade secrets (as defined in the Massachusetts Uniform Trade Secrets Act), customer lists, business plans, and other proprietary information.

7.2 Work Product & Inventions. Executive hereby assigns to the Company all right, title, and interest in any Invention conceived or reduced to practice during employment that (a) relates to the Company’s business or (b) is developed using Company resources. Executive shall execute further instruments as requested to effectuate such assignment. Mass. Gen. Laws ch. 149 § 178B notice: This section does not apply to an invention developed entirely on Executive’s own time without Company resources, except for inventions that relate to the Company’s business or result from work performed for the Company.

7.3 Non-Competition Covenant.
(a) During employment and for [12] months thereafter (the “Restricted Period”), Executive shall not, within the Commonwealth of Massachusetts or any other jurisdiction in which the Company conducts business, engage in Competitive Activity.
(b) Garden Leave Payment. During the Restricted Period, the Company shall pay Executive the Garden Leave Payment equal to [50% of the highest Base Salary in the prior two years], consistent with Mass. Gen. Laws ch. 149 § 24L(b)(vii), unless the covenant is later waived in whole or part.
(c) Scope & Reasonableness. The parties acknowledge that the duration, geographic scope, and substantive scope of this covenant are reasonable and necessary to protect legitimate business interests under § 24L.

7.4 Non-Solicitation of Employees & Customers. During employment and for [18] months thereafter, Executive shall not solicit or hire Company employees or solicit business from, or interfere with, Company customers whom Executive serviced or about whom Executive obtained Confidential Information.

7.5 Non-Disparagement. Each party agrees not to make statements intended to harm the reputation of the other party or its Affiliates; internal privileged communications and truthful testimony are excluded.

7.6 Equitable Relief. Executive agrees that a breach of Section 7 would cause irreparable harm, and the Company is entitled to injunctive relief without posting bond, in addition to any other remedies.

[// GUIDANCE: Section 7.3 must be reviewed against the most current Massachusetts Non-Competition Agreement Act requirements before finalization.]

8. INDEMNIFICATION & INSURANCE

8.1 Company Indemnification. To the fullest extent permitted by law and the Company’s charter documents, the Company shall indemnify, defend, and hold harmless Executive from any and all claims, losses, and expenses arising out of performance of Executive’s duties, except to the extent arising from Executive’s gross negligence or willful misconduct.

8.2 D&O Insurance. The Company shall maintain directors’ and officers’ liability insurance covering Executive with coverage terms no less favorable than those applicable to other senior executives.

8.3 Advancement of Expenses. The Company shall advance reasonable legal fees and expenses in connection with any proceeding subject to indemnification, subject to an undertaking to repay if ultimately determined not entitled to indemnification.

9. LIMITATION OF LIABILITY

Except for liability arising from (a) fraud, (b) gross negligence or willful misconduct, (c) breach of Restrictive Covenants, or (d) indemnification obligations, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages. Aggregate liability of either party for direct damages shall not exceed [____]. Nothing in this Section limits Executive’s right to unpaid wages or benefits.

[// GUIDANCE: Liability caps are negotiable – insert agreed dollar amount or link cap to multiples of Base Salary.]

10. DEFAULT; REMEDIES

10.1 Events of Default. (a) any material breach by either party of this Agreement; (b) a party’s insolvency or commencement of bankruptcy proceedings; or (c) Executive’s failure to comply with lawful directives of the Board.

10.2 Notice & Cure. The non-breaching party shall give written notice specifying the default. The breaching party shall have [30] days to cure (10 days for payment defaults).

10.3 Remedies. Upon uncured default, the non-breaching party may (a) accelerate any amounts due, (b) pursue injunctive or monetary relief, (c) recover attorneys’ fees and costs, and (d) exercise any other legal or equitable remedy.

11. DISPUTE RESOLUTION

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

11.2 Forum Selection. Except as provided in Section 11.3, each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Massachusetts for any suit, action, or proceeding arising out of or relating to this Agreement.

11.3 Arbitration. At either party’s election, any dispute (other than applications for injunctive relief under Section 7.6) shall be finally settled by confidential binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules by a single arbitrator sitting in [Boston, Massachusetts]. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award fees and costs to the prevailing party.

11.4 Jury Trial Waiver. [OPTIONAL – DELETE IF NOT AGREED] EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY CIVIL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

11.5 Injunctive Relief Not Impaired. Nothing in this Section 11 limits a party’s right to seek temporary, preliminary, or permanent injunctive relief as provided herein.

12. GENERAL PROVISIONS

12.1 Amendment & Waiver. No amendment or waiver of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not operate as a waiver of any subsequent breach.

12.2 Assignment. This Agreement is personal to Executive and may not be assigned by Executive. The Company may assign this Agreement to any successor by merger, consolidation, or sale of substantially all its assets, provided that such successor assumes the Company’s obligations hereunder.

12.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.4 Severability; Reformation. If any provision is held invalid, the remainder of the Agreement shall remain in full force. The parties authorize any court to modify unenforceable covenants to the minimum extent necessary to render them enforceable.

12.5 Entire Agreement. This Agreement, together with any equity award agreements and benefit plan documents, constitutes the entire agreement between the parties and supersedes all prior understandings.

12.6 Notices. Notices under this Agreement shall be in writing and deemed given (a) upon delivery by hand, (b) one business day after deposit with a nationally recognized overnight courier, or (c) three business days after mailing by certified mail, return receipt requested, in each case addressed to the recipient at the address set forth above (or such other address as either party may designate in accordance with this Section).

12.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by .pdf or electronic signature platform (e.g., DocuSign) shall be deemed original.

12.8 Headings. Headings are for convenience only and do not affect interpretation.

13. EXECUTION BLOCK

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

[// GUIDANCE: Massachusetts does not generally require notarization or witnesses for employment agreements; include if Company policy dictates.]

[// GUIDANCE: Before issuance to the client, review (i) the severance and Change-in-Control multiples for nondiscrimination and reasonableness, (ii) the Section 7 non-competition clause for compliance with any updates to Mass. Gen. Laws ch. 149 § 24L, and (iii) Code § 409A timing nuances. Delete these guidance comments in the final signed version.]