EXECUTIVE EMPLOYMENT AGREEMENT

(New Jersey – Comprehensive Template)

[// GUIDANCE: This template is drafted for private-sector executives employed in New Jersey. It assumes an at-will employment default modified by contract terms, incorporates NJ-specific wage, severance, and change-in-control considerations, and includes optional jury-trial waiver language. Practitioners should tailor bracketed placeholders, ensure compliance with any industry-specific rules (e.g., banking, insurance), and confirm Section 409A conformity for all deferred-compensation elements.]

TABLE OF CONTENTS

I. Definitions
II. Operative Provisions
 2.1 Employment; Duties and Authority
 2.2 Term of Employment
 2.3 Compensation and Benefits
 2.4 Expense Reimbursement
 2.5 Conditions Precedent and Subsequent
III. Representations & Warranties
IV. Covenants & Restrictions
V. Default & Remedies
VI. Risk Allocation
VII. Dispute Resolution
VIII. General Provisions
IX. Execution Block

AGREEMENT HEADER

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

• [COMPANY NAME], a [STATE OF INCORPORATION] corporation having its principal place of business at [COMPANY ADDRESS] (the “Company”); and
• [EXECUTIVE NAME], residing at [EXECUTIVE ADDRESS] (“Executive”).

The Company and Executive are each a “Party” and collectively the “Parties.”

RECITALS

A. The Company desires to employ Executive in a senior executive capacity; and
B. Executive possesses the requisite skill and experience and is willing to accept such employment under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. DEFINITIONS

The following terms, when capitalized, have the meanings set forth below. Defined terms include all grammatical variations and shall apply equally to the singular and plural forms.

“AAA” means the American Arbitration Association.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such first Person.

“Base Salary” has the meaning assigned in Section 2.3(a).

“Board” means the Board of Directors of the Company.

“Cause” means (i) Executive’s material breach of this Agreement or any material written policy of the Company that remains uncured [CURE PERIOD] days after written notice; (ii) willful misconduct or gross negligence in the performance of Executive’s duties; (iii) conviction of, or plea of nolo contendere to, a felony or any crime involving moral turpitude; (iv) fraud, embezzlement, or dishonesty that is materially injurious to the Company; or (v) material violation of federal or state securities laws.

“Change in Control” means the first to occur of:
(a) a sale of all or substantially all of the Company’s assets;
(b) any merger, consolidation, or reorganization resulting in the holders of the Company’s voting securities immediately prior thereto owning less than 50% of the combined voting power immediately thereafter; or
(c) any Person or group becoming the beneficial owner of more than 50% of the combined voting power of the Company.
[// GUIDANCE: Adjust definition to match existing equity or incentive plans to preserve “single-trigger” or “double-trigger” alignment.]

“Code” means the Internal Revenue Code of 1986, as amended, and Treasury regulations thereunder.

“Confidential Information” has the meaning set forth in Section 4.1.

“Disability” means a physical or mental impairment rendering Executive unable to perform the essential functions of Executive’s position for 90 consecutive or 120 aggregate days within any 12-month period.

“Good Reason” means, without Executive’s written consent: (i) a material reduction in Base Salary; (ii) a material diminution in Executive’s title, authority, or responsibilities; (iii) relocation of Executive’s principal work location by more than 35 miles; or (iv) the Company’s material breach of this Agreement, in each case subject to the notice and cure provisions of Section 5.2(c).

“Involuntary Termination” means a termination by the Company without Cause or by Executive for Good Reason.

“Restrictive Period” has the meaning given in Section 4.3(b).

“Severance Benefits” has the meaning given in Section 5.3.

“Severance Period” means the [NUMBER OF MONTHS]-month period following a Qualifying Termination.

“Work Product” has the meaning set forth in Section 4.2.

II. OPERATIVE PROVISIONS

2.1 Employment; Duties and Authority

(a) Position. The Company hereby employs Executive as its [TITLE] reporting directly to [THE BOARD / CEO].

(b) Duties. Executive shall have such authorities, duties, and responsibilities customary for an executive in that position, including [SPECIFIC RESPONSIBILITIES]. Executive shall devote substantially all working time and best efforts to the Company and its Affiliates.

(c) Outside Activities. Executive may engage in civic or charitable activities and serve on outside boards with prior written Board approval, provided such activities do not materially interfere with performance of Executive’s duties.

2.2 Term of Employment

The employment term (the “Term”) shall commence on the Effective Date and continue until terminated pursuant to Article V. Unless expressly stated otherwise, the Term is at-will, subject to the termination provisions herein.

2.3 Compensation and Benefits

(a) Base Salary. Executive shall receive an annualized base salary of $[AMOUNT] (“Base Salary”), payable in accordance with the Company’s regular payroll practices, subject to applicable withholdings and deductions required by law.

(b) Annual Bonus. Executive shall be eligible for an annual performance bonus with a target opportunity of [PERCENTAGE]% of Base Salary (“Target Bonus”). Actual payout, if any, shall be determined by the Board or its Compensation Committee (the “Committee”) based on Company and individual performance metrics established in good faith. Bonuses are deemed earned only upon written certification by the Committee and are contingent upon Executive’s continuous employment through the payment date, except as otherwise provided in Section 5.3.

(c) Long-Term Incentives. Executive shall participate in the Company’s equity or long-term incentive plan (“LTIP”) on terms no less favorable than those provided to similarly situated executives, with annual awards having a target grant-date fair value of $[AMOUNT].

(d) Benefits. Executive will be eligible to participate in all employee benefit plans maintained by the Company for senior executives, including group health, life, disability, and retirement plans, subject to the terms of those plans and applicable law.

(e) Paid Time Off. Executive shall be entitled to paid time off in accordance with Company policy and the New Jersey Earned Sick Leave Law (N.J. Stat. § 34:11D-1 et seq.).

(f) Section 409A Compliance. The Parties intend that all payments under this Agreement comply with or are exempt from Code § 409A and shall interpret and administer the Agreement accordingly.

[// GUIDANCE: Insert any change-in-control acceleration provisions in LTIP award agreements for consistency with Section 3.6 below.]

2.4 Expense Reimbursement

Upon presentation of reasonable documentation, the Company shall promptly reimburse Executive for all ordinary and necessary business expenses incurred in the performance of duties in accordance with the Company’s expense reimbursement policy.

2.5 Conditions Precedent and Subsequent

(a) Background Check & Work Authorization. This Agreement is contingent upon satisfactory completion of any pre-employment screening and proof of work authorization as required by law.

(b) Compliance with Policies. Executive shall comply with all lawful policies and codes of conduct adopted by the Board and provided to Executive in writing, as amended from time to time.

III. REPRESENTATIONS & WARRANTIES

3.1 Mutual Representations. Each Party represents that:
(a) it has full power and authority to enter into this Agreement and perform its obligations; and
(b) entering into this Agreement does not violate any other agreement or legal obligation.

3.2 Executive’s Additional Representations. Executive further represents and warrants that:
(a) Executive is not a party to any restrictive covenant, non-competition, or confidentiality agreement that would impair or conflict with Executive’s duties hereunder;
(b) Executive will not disclose to the Company or induce the Company to use any confidential information belonging to any prior employer or third party; and
(c) all information provided during the hiring process is true and accurate in all material respects.

3.3 Survival. The representations and warranties in this Article III shall survive the expiration or termination of this Agreement as expressly provided herein.

IV. COVENANTS & RESTRICTIONS

4.1 Confidentiality

Executive shall not, during or after the Term, directly or indirectly disclose, use, or misappropriate any Confidential Information, except in the good-faith performance of duties or with the Company’s prior written consent. “Confidential Information” includes all non-public, proprietary, or trade-secret information of the Company or its Affiliates in any form, whether or not marked confidential.

4.2 Intellectual Property & Work Product

All inventions, works of authorship, developments, or improvements conceived or created by Executive, alone or jointly, during the Term and relating to the Company’s business (“Work Product”) shall be the sole property of the Company. Executive hereby assigns to the Company all right, title, and interest in and to such Work Product and agrees to execute any further documentation reasonably requested to perfect such ownership.

4.3 Restrictive Covenants

(a) Non-Competition. During the Term and for [12-24] months thereafter (the “Restrictive Period”), Executive shall not, anywhere within [GEOGRAPHIC SCOPE] where the Company conducts business, directly or indirectly engage in, control, manage, or provide services to a Competitor in any capacity that is the same as or substantially similar to the position held with the Company.

(b) Non-Solicitation of Customers. For the Restrictive Period, Executive shall not solicit or attempt to solicit any material customer or client of the Company with whom Executive had material contact during the 12 months preceding termination for a purpose competitive with the Company.

(c) Non-Solicitation of Employees. For the Restrictive Period, Executive shall not, directly or indirectly, recruit, solicit, or induce any employee of the Company to terminate employment.

(d) Reasonableness; Blue-Pencil. Executive acknowledges the reasonableness of the restrictions. If any restriction is deemed overbroad, the court may modify it to conform to applicable law.

[// GUIDANCE: NJ currently uses a case-law “reasonableness” standard for restrictive covenants; no specific statute exists (as of drafting).]

(e) Company Remedies. Breach of this Article IV constitutes Cause and entitles the Company to injunctive relief and other remedies as outlined in Article V.

V. DEFAULT & REMEDIES

5.1 Events of Default

(a) Company Default. The Company’s material breach of any provision herein.
(b) Executive Default. (i) Breach of Article IV; (ii) any act or omission constituting Cause.

5.2 Notice and Cure

(a) Company Breach. Executive shall provide written notice of Company default, specifying the facts constituting breach. The Company shall have 30 days to cure except breaches of payment obligations, which must be cured within 10 days.

(b) Executive Breach (Non-Cause). Company shall provide written notice; Executive shall have 15 days to cure if curable.

(c) Good Reason Procedure. Executive must provide notice within 60 days after first learning of grounds for Good Reason and allow a 30-day cure period. If uncured, Executive must resign within 30 days thereafter for the resignation to constitute Good Reason.

5.3 Severance; Graduated Remedies

(a) Qualifying Termination. Upon an Involuntary Termination, subject to Executive’s timely execution and non-revocation of a release of claims (the “Release”) and continued compliance with Article IV:
1. Cash Severance: Base Salary continuation at the then-current rate for the Severance Period, payable in accordance with regular payroll, commencing on the first payroll date after the Release becomes effective;
2. Pro-Rata Bonus: A lump-sum payment of the Target Bonus, pro-rated for the fiscal year through the date of termination;
3. COBRA Subsidy: Company-paid COBRA premiums for group health coverage for the Severance Period or, if earlier, until Executive becomes eligible for comparable coverage elsewhere;
4. Equity Acceleration: Immediate vesting of the portion of outstanding equity awards that would have vested during the Severance Period.

(b) Termination for Cause; Voluntary Resignation (other than Good Reason). Executive shall receive only accrued but unpaid Base Salary, reimbursable expenses, and benefits required by law (collectively, “Accrued Obligations”).

(c) Death or Disability. In addition to Accrued Obligations, Executive (or estate) shall receive: (i) pro-rated Target Bonus for the year of termination, (ii) immediate vesting of all time-based equity awards, and (iii) benefits pursuant to applicable insurance programs.

5.4 Change-in-Control Protection

If a Qualifying Termination occurs within 12 months following a Change in Control (“Double-Trigger”), Executive shall receive the Severance Benefits in Section 5.3(a), except that: (i) Base Salary continuation shall be replaced by a single lump-sum payment equal to [1.0-2.0]× the sum of Base Salary plus Target Bonus; and (ii) 100% of outstanding equity awards shall vest (with performance awards deemed earned at target unless otherwise specified in the governing plan).

[// GUIDANCE: Confirm consistency between this clause and equity plan documents to avoid unintended acceleration.]

5.5 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

VI. RISK ALLOCATION

6.1 Indemnification

(a) Company Indemnity. To the fullest extent permitted by law and the Company’s organizational documents, the Company shall defend, indemnify, and hold harmless Executive from and against any and all losses, claims, damages, liabilities, costs, and expenses arising out of or in connection with Executive’s good-faith performance of duties hereunder, except to the extent resulting from Executive’s willful misconduct or gross negligence.

(b) Advancement of Expenses. The Company shall advance expenses (including attorneys’ fees) incurred by Executive in defending any proceeding, subject to an undertaking to repay if ultimately determined that Executive was not entitled to indemnification.

(c) D&O Insurance. The Company shall maintain directors’ and officers’ liability insurance covering Executive on terms no less favorable than those applicable to any other senior executive or director.

6.2 Limitation of Liability

Except for liability arising from (i) Executive’s breach of Article IV; (ii) either Party’s fraud or willful misconduct; or (iii) indemnification obligations under Section 6.1, each Party’s aggregate liability under this Agreement shall not exceed $[CAP AMOUNT].

[// GUIDANCE: Parties should assess enforceability under NJ public-policy principles and federal employment law before finalizing any liability cap.]

6.3 Insurance Requirements

The Company shall obtain and maintain during the Term and for a period of at least [XX] months thereafter customary insurance coverage (e.g., general liability, EPLI) in commercially reasonable amounts.

6.4 Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disaster, war, terrorism, epidemic, or governmental action, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to mitigate.

VII. DISPUTE RESOLUTION

7.1 Governing Law

This Agreement and all claims, controversies, or causes of action arising under or relating hereto shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles.

7.2 Arbitration

Except as provided in Sections 7.3 and 7.4, any dispute arising out of or relating to this Agreement, the employment relationship, or termination thereof shall be finally resolved by confidential, binding arbitration administered by the AAA under its Employment Arbitration Rules then in effect. The arbitration shall be conducted before a single neutral arbitrator in [COUNTY], New Jersey. Judgment on the award may be entered in any court of competent jurisdiction.

7.3 Injunctive Relief

Notwithstanding Section 7.2, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the Superior Court of New Jersey, [VENUE] County, to enforce Article IV or preserve the status quo pending arbitration.

7.4 Forum Selection for Non-Arbitrable Claims

Any claim that is not subject to arbitration (e.g., request for temporary injunctive relief or claims expressly excluded by law) shall be brought exclusively in the state courts of New Jersey sitting in [VENUE] County, and each Party consents to the personal jurisdiction and venue of such courts.

7.5 [Optional] Jury-Trial Waiver

[OPTION, STRIKE IF NOT ADOPTED] THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING PERMITTED UNDER THIS ARTICLE VII.

[// GUIDANCE: Jury waivers are generally enforceable in NJ commercial contracts but scrutinized in employment contexts; include only after client review.]

VIII. GENERAL PROVISIONS

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

8.2 Assignment and Delegation. Neither Party may assign this Agreement without the other’s prior written consent, except the Company may assign to a successor in interest in connection with a Change in Control. Any purported assignment in violation of this Section is void.

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

8.4 Severability and Reformation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent required to make it valid and enforceable.

8.5 Integration / Entire Agreement. This Agreement, together with any equity award agreements and the Company’s written policies referenced herein, constitutes the entire agreement between the Parties and supersedes all prior oral or written understandings relating to the subject matter.

8.6 Notices. All notices shall be in writing and deemed given when delivered (i) by hand with signed receipt, (ii) by certified mail, return receipt requested, postage prepaid, or (iii) by nationally recognized overnight courier with confirmation, in each case addressed as follows (or as updated by notice):

• If to the Company: [ADDRESS; ATTENTION: CORPORATE SECRETARY]
• If to Executive: [ADDRESS ON FILE]

8.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts (including electronic copies and facsimile signatures), each of which shall be deemed an original and all of which together constitute one instrument.

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

8.9 Withholding. The Company may withhold from any amounts payable hereunder such federal, state, or local taxes as are required to be withheld pursuant to any applicable law or regulation.

8.10 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of ambiguity, no presumption shall arise favoring either Party.

IX. EXECUTION BLOCK

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

[Corporate Seal, if any]

[// GUIDANCE: Notarization is not required under NJ law for employment agreements but may be added if desired for evidentiary purposes. Include witness signatures only if mandated by internal corporate policy.]

SCHEDULE A (Optional) – FORM OF RELEASE AGREEMENT

[Attach a short, NJ-compliant general release of claims, incorporating any statutory notices (e.g., Age Discrimination in Employment Act – 21-day consideration / 7-day revocation) if Executive is age 40 +. Tailor to reflect scope of Severance Benefits and ensure compliance with NJ Law Against Discrimination.]

[END OF DOCUMENT]