EXECUTIVE EMPLOYMENT AGREEMENT

(New York Law – Comprehensive Template)

[// GUIDANCE: This template is drafted for a senior‐level executive of a New York–based employer. It reflects current best practices, defensive drafting techniques, and New York–specific considerations for executive compensation, severance, and change-in-control protections. Bracketed items require client-specific customization.]

I. DOCUMENT HEADER

EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY LEGAL NAME], a [STATE] corporation with its principal place of business at [ADDRESS] (the “Company”), and [EXECUTIVE NAME], residing at [ADDRESS] (“Executive,” and together with the Company, the “Parties,” and each, a “Party”).

RECITALS

A. The Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth herein.
B. The Parties acknowledge the sufficiency of the consideration set forth in this Agreement, including the mutual promises contained herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Term; Position & Duties
3. Compensation & Benefits
4. Business Expenses
5. Termination of Employment; Severance
6. Change in Control Protections
7. Restrictive Covenants
8. Indemnification & Liability Allocation
9. Dispute Resolution
10. Miscellaneous
11. Execution

[// GUIDANCE: Update page numbers/cross-references once finalized.]

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.

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

“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, and common law governing the Parties, including but not limited to the New York Labor Law and federal employment statutes.

“Base Salary” – The annualized salary payable to Executive under Section 3.1, as may be adjusted from time to time.

“Board” – The Board of Directors of the Company.

“Cause” – (i) Executive’s willful misconduct or gross negligence in the performance of Executive’s duties; (ii) Executive’s conviction or plea of nolo contendere to a felony or crime involving moral turpitude; (iii) fraud, embezzlement, or material dishonesty against the Company; (iv) material breach of this Agreement or the Company’s written policies, which breach remains uncured (if curable) for ten (10) days following written notice.

“Change in Control” – The occurrence of any of the following, subject to Treasury Regulation § 1.409A-3(i)(5): (a) any “person” or “group” acquires beneficial ownership of >50% of the combined voting power of the Company; (b) the sale of substantially all Company assets; or (c) the consummation of a merger resulting in the Company’s stockholders owning <50% of the surviving entity.

“Good Reason” – Without Executive’s written consent: (i) material diminution of duties or authority; (ii) material reduction of Base Salary or target bonus opportunity; (iii) relocation of Executive’s principal work location >50 miles; or (iv) material breach of this Agreement by the Company, provided Executive gives notice within 30 days and the Company fails to cure within 30 days thereafter.

“Severance Period” – [NUMBER] months following the Date of Termination.

“Date of Termination” – The date Executive’s employment terminates for any reason.

[// GUIDANCE: Add/delete definitions as needed for equity awards, clawbacks, etc.]

2. TERM; POSITION & DUTIES

2.1 Employment Term. This Agreement shall commence on the Effective Date and continue until terminated pursuant to Section 5 (the “Term”).

2.2 Position. Executive shall serve as [TITLE], reporting to [REPORTING AUTHORITY].

2.3 Duties. Executive shall have such duties, authority, and responsibilities as are customary for the position and shall devote substantially all working time to the business of the Company; provided, Executive may engage in passive personal investments and approved board service that does not conflict with Company interests.

2.4 Location; Remote Work. Executive’s principal place of employment shall be [LOCATION]. The Company may permit hybrid or remote work in its discretion, subject to business needs.

3. COMPENSATION & BENEFITS

3.1 Base Salary. The Company shall pay Executive a Base Salary of $[AMOUNT] per annum, payable in accordance with the Company’s regular payroll practices and subject to applicable withholdings.

3.2 Annual Bonus. Executive shall be eligible for an annual performance bonus with a target opportunity of [PERCENTAGE] % of Base Salary (the “Target Bonus”), subject to Board-approved performance criteria. Any bonus shall be paid no later than March 15 of the year following the performance year, consistent with Internal Revenue Code § 409A.

3.3 Equity Compensation. Subject to Board approval, Executive shall receive [TYPE/NUMBER] equity awards under the Company’s [PLAN NAME] (the “Equity Plan”), vesting per the award agreement.

3.4 Benefits. Executive shall be eligible to participate in the Company’s benefit plans on terms no less favorable than those provided to other senior executives, subject to plan terms and Applicable Law.

3.5 Clawback/Recoupment. Any compensation shall be subject to clawback under (i) the Company’s policies; (ii) Section 10D of the Securities Exchange Act of 1934; and (iii) any applicable listing standard.

4. BUSINESS EXPENSES

The Company shall promptly reimburse Executive for all reasonable and necessary business expenses incurred in the performance of duties, in accordance with the Company’s expense policy, provided Executive submits documentation within sixty (60) days of incurrence.

5. TERMINATION OF EMPLOYMENT; SEVERANCE

5.1 Termination Events. Executive’s 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 without Good Reason upon [NUMBER] days’ notice;
(e) Due to Executive’s death or Disability (defined below).

5.2 Disability. “Disability” means Executive’s inability to perform essential job functions, with or without reasonable accommodation, for 180 consecutive or 210 aggregate days in any 12-month period.

5.3 Accrued Obligations. Upon any termination, the Company shall pay: (i) earned but unpaid Base Salary; (ii) any unreimbursed business expenses; and (iii) vested employee benefits (collectively, the “Accrued Obligations”).

5.4 Severance Benefits.
(a) Qualifying Termination. If Executive experiences a termination by the Company without Cause or by Executive for Good Reason, Executive shall receive:
(i) Severance Pay equal to [MULTIPLE]× Base Salary, paid in substantially equal installments over the Severance Period;
(ii) a prorated Target Bonus for the year of termination;
(iii) Company-paid COBRA premiums for [NUMBER] months, subject to eligibility; and
(iv) accelerated vesting of equity that would have vested during the Severance Period.
(b) Release Requirement. Payment of Severance Benefits is conditioned upon Executive’s timely execution (and non-revocation) of a customary release of claims within forty-five (45) days following the Date of Termination.
(c) Section 409A Compliance. Any installment payments shall be treated as separate payments, and if Executive is a “specified employee,” deferred severance shall commence on the first payroll following six (6) months after the Date of Termination.

5.5 Termination for Cause or Without Good Reason. Executive shall receive only the Accrued Obligations.

5.6 Death or Disability. Upon death or Disability, Executive (or estate) shall receive: (i) Accrued Obligations; (ii) a prorated Target Bonus; and (iii) accelerated vesting of outstanding equity awards.

[// GUIDANCE: Consider NY WARN Act if layoffs are contemplated.]

6. CHANGE IN CONTROL PROTECTIONS

6.1 Double-Trigger Severance. If a Change in Control occurs and, within twelve (12) months thereafter, Executive experiences a Qualifying Termination, then in lieu of Section 5.4 benefits Executive shall receive:
(a) Lump-sum Severance Pay equal to [MULTIPLE]× (Base Salary + Target Bonus);
(b) 100 % accelerated vesting of all outstanding equity awards (and, for performance-based awards, deemed achievement at the greater of target or actual performance through the Change in Control);
(c) Company-paid COBRA premiums for [NUMBER] months; and
(d) Outplacement assistance for up to [DOLLAR AMOUNT].

6.2 Excise Tax Gross-Up (Optional). [OPTION A – Cap Payments at 2.99× “Base Amount” to avoid Code § 280G excise tax. / OPTION B – Provide gross-up. Choose one based on negotiation.]

7. RESTRICTIVE COVENANTS

7.1 Confidential Information. Executive shall not disclose or misuse Confidential Information (as defined in Company policy), both during and after employment.

7.2 Non-Competition. During employment and for [NUMBER] months thereafter, Executive shall not engage in any Competitive Business within [GEOGRAPHIC SCOPE].
[// GUIDANCE: Narrow scope/duration to enhance NY enforceability.]

7.3 Non-Solicitation. Executive shall not (a) solicit or hire Company employees or (b) interfere with Company customer relationships for [NUMBER] months post-employment.

7.4 Non-Disparagement. Mutual non-disparagement obligations for a period of two (2) years post-employment.

7.5 Injunctive Relief. Executive acknowledges that breach of this Section 7 will cause irreparable harm and agrees the Company may seek injunctive relief in any court of competent jurisdiction without posting bond, in addition to other remedies.

8. INDEMNIFICATION & LIABILITY ALLOCATION

8.1 Company Indemnification. The Company shall, to the fullest extent permitted by law and its organizational documents, indemnify and hold harmless Executive against any claims arising out of Executive’s acts or omissions within the scope of employment, except for acts constituting gross negligence or willful misconduct.

8.2 Advancement of Expenses. The Company shall advance reasonable legal fees and expenses, subject to an undertaking to repay if ultimately adjudicated not entitled to indemnification.

8.3 Limitation of Liability. The Parties agree that, except for (i) liability arising from fraud, intentional misconduct, or breach of Section 7; and (ii) indemnification obligations, aggregate liability of either Party shall not exceed [CAP AMOUNT OR “NONE”].

8.4 Insurance. The Company shall maintain directors’ and officers’ liability insurance covering Executive on terms no less favorable than coverage for other senior executives.

8.5 Force Majeure. Neither Party shall be liable for delay or failure to perform due to events beyond reasonable control, provided the affected Party gives prompt notice and uses diligent efforts to resume performance.

9. DISPUTE RESOLUTION

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

9.2 Arbitration. Except for injunctive relief under Section 7.5, any dispute arising out of or relating to this Agreement shall be finally resolved by confidential arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules in [COUNTY], New York. The arbitration shall be conducted by one (1) arbitrator experienced in executive employment matters. Judgment on the award may be entered in any court having jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, shall govern the interpretation and enforcement of this arbitration clause.

9.3 Forum Selection. For claims not subject to arbitration, the Parties consent to exclusive jurisdiction in the state courts located in [COUNTY], New York.

9.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING NOT SUBJECT TO ARBITRATION.

9.5 Attorneys’ Fees. The prevailing Party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs, except as limited by Applicable Law.

10. MISCELLANEOUS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements with respect to the subject matter herein.

10.2 Amendment & Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not operate as waiver of any other breach.

10.3 Assignment. This Agreement is personal to Executive and may not be assigned by Executive. The Company may assign this Agreement to a successor in connection with a Change in Control.

10.4 Severability; Reformation. If any provision is unenforceable, the remainder shall remain in effect, and the court shall reform the offending provision to the minimum extent required for enforceability.

10.5 Notices. All notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses first written above (or as updated by notice).

10.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered electronically shall be deemed originals.

10.7 Section Headings. Headings are for convenience only and do not affect interpretation.

10.8 Construction. The Parties acknowledge that each has participated in drafting and agree that no presumption shall arise favoring any Party based on authorship.

11. EXECUTION

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

[// GUIDANCE: Consider corporate secretary attestation or notary blocks if required by internal policy.]

© [Year] [Company Legal Name]. All rights reserved.