Employment Contract - Executive

EXECUTIVE EMPLOYMENT AGREEMENT

(Pennsylvania)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Employment; Term
4. Duties & Performance Standards
5. Compensation & Benefits
6. Business Expenses
7. Representations & Warranties
8. Covenants & Restrictions
9. Termination; Severance
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block
14. Schedule A – Form of Release
15. Schedule B – Pre-Existing Intellectual Property

1. DOCUMENT HEADER

EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between [Company Legal Name], a [Pennsylvania] corporation (the “Company”), and [Executive Name] (“Executive,” and together with the Company, the “Parties,” and each, a “Party”).

WHEREAS, the Company desires to employ Executive in an executive capacity and Executive desires to accept such employment, all on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein, and intending to be legally bound, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the relevant Section.

“Affiliate” – Any person or entity controlling, controlled by, or under common control with the Company.

“Base Salary” – The annualized salary specified in Section 5.1, as may be adjusted from time to time.

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

“Cause” – (a) Executive’s willful misconduct or gross negligence in performance of Executive’s material duties; (b) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (c) fraud, embezzlement, or material dishonesty against the Company; (d) material breach of this Agreement or any restrictive covenant, following written notice and a [30]-day cure period (if curable).

“Change in Control” – The consummation of any transaction or series of transactions that results in (i) any person or group acquiring, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the combined voting power of the Company, (ii) a merger, consolidation, or sale of substantially all assets of the Company, or (iii) the replacement of a majority of the incumbent Board within a twelve-month period, excluding replacement approved by the incumbent Board. Any payment intended to comply with Code Section 409A shall be triggered only by an event that also qualifies under applicable Section 409A rules.

“Code Section 409A” – Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

“Good Reason” – Without Executive’s written consent: (a) material reduction in Base Salary or target bonus opportunity; (b) material diminution in Executive’s title, authority, or primary duties; (c) relocation of Executive’s primary work location >[50] miles; or (d) material breach by the Company of this Agreement, in each case following written notice by Executive within [60] days and failure by the Company to cure within [30] days.

“Severance Period” – The period specified in Section 9.4 for which severance benefits are payable.

3. EMPLOYMENT; TERM

3.1 Position. The Company hereby employs Executive as [Title]. Executive shall report to the Board or its designee.

3.2 Term. Executive’s employment shall commence on the Effective Date and shall continue until terminated pursuant to Section 9 (the “Term”).

4. DUTIES & PERFORMANCE STANDARDS

4.1 Duties. Executive shall have such duties, authority, and responsibilities commensurate with the position of [Title] and such other duties as reasonably assigned by the Board, consistent with Executive’s position.

4.2 Time & Effort. Executive shall devote substantially all business time and best efforts to the performance of Executive’s duties and shall comply with Company policies and all applicable laws.

4.3 Officer Duties. If the Company is a Pennsylvania business corporation and Executive is an officer, Executive shall perform officer duties in good faith, in a manner Executive reasonably believes to be in the Company's best interests, and with the care specified in 15 Pa.C.S. § 1734, subject to the Company's bylaws and applicable law.

5. COMPENSATION & BENEFITS

5.1 Base Salary. Company shall pay Executive a Base Salary of $[—] per annum, payable in accordance with the Company’s normal payroll practices, subject to applicable withholdings. Company shall separately notify Executive at hiring of the time and place of payment, rate of pay, and fringe benefits or wage supplements, and of later changes before they take effect, as required by Section 4 of the Pennsylvania Wage Payment and Collection Law (WPCL).

5.2 Annual Bonus. Executive shall be eligible to receive an annual cash bonus with a target opportunity of [—]% of Base Salary, based on performance criteria established by the Board and payable on [PAYMENT DATE], subject to the governing plan and Code Section 409A.

5.3 Long-Term Incentive Awards. Executive shall be eligible to participate in the Company’s equity or long-term incentive plans, subject to Board approval and plan terms.

5.4 Benefits. Executive shall be eligible to participate in all employee benefit plans maintained by the Company for senior executives, subject to plan terms.

5.5 Paid Time Off. Executive shall be entitled to [—] days of paid time off per calendar year, prorated for partial years. Accrual, use, carryover, and payment at termination are governed by the applicable written policy or agreement; the WPCL treats agreed vacation and separation pay as wage supplements.

6. BUSINESS EXPENSES

The Company shall reimburse Executive for all reasonable and necessary business expenses incurred in the performance of duties hereunder, in accordance with the Company’s expense reimbursement policy and Code Section 409A.

7. REPRESENTATIONS & WARRANTIES

7.1 Executive Representations. Executive represents that Executive (a) is not a party to any agreement that would restrict performance of duties hereunder, (b) will not use any confidential information belonging to a prior employer, and (c) possesses the requisite skill and experience for the position.

7.2 Company Representations. The Company represents that (a) it has full power and authority to enter into this Agreement, and (b) the execution and performance of this Agreement have been duly authorized.

7.3 Survival. The representations and warranties in this Section 7 shall survive termination of this Agreement for a period of [12] months.

8. COVENANTS & RESTRICTIONS

8.1 Confidentiality. Executive shall not disclose or use Confidential Information during or after employment, except as required for the benefit of the Company. Confidential Information excludes information Executive can document was lawfully known without a confidentiality duty, became public through no breach, or was lawfully received from a third party without a confidentiality duty. Any claim of trade-secret status is limited to information satisfying 12 Pa.C.S. § 5302.

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.

8.2 Return of Property. Upon termination, Executive shall return all Company property and Confidential Information.

8.3 Intellectual Property. Executive assigns to Company inventions and work product created within the scope of employment, using material Company resources, or specifically commissioned by Company. Executive retains pre-existing intellectual property and independently developed material outside those categories, which shall be listed on Schedule B. Executive shall execute reasonable documents necessary to confirm rights validly assigned under this Section.

8.4 Non-Competition. During employment and for [6-12] months thereafter (the “Restriction Period”), Executive shall not, without prior written consent of the Board, perform services the same as or substantially similar to those Executive performed or supervised for Company for a competing business within [AREA WHERE EXECUTIVE MATERIALLY WORKED, SUPERVISED OPERATIONS, OR HELD CUSTOMER RESPONSIBILITY]. This restriction is intended to protect only trade secrets, qualifying confidential information, customer goodwill developed through Company resources, or specialized training, and not competition alone.

8.5 Non-Solicitation. During employment and for the Restriction Period, Executive shall not: (a) directly solicit for competitive employment a Company employee with whom Executive materially worked during the final twelve (12) months; or (b) solicit for competitive purposes a customer with whom Executive had material business contact or about whom Executive received material Confidential Information during that period. General advertisements not targeted at Company personnel do not violate this clause.

8.6 Reasonableness; Partial Enforcement. The restrictions must be ancillary to employment, supported by consideration, reasonably necessary to protect a legitimate business interest, and reasonably limited in time and territory under Hess v. Gebhard & Co., Inc., 808 A.2d 912 (Pa. 2002), and WellSpan Health v. Bayliss, 869 A.2d 990 (Pa. Super. Ct. 2005). If a new restriction is signed after employment begins, continued at-will employment and “legally bound” language are not alone sufficient; provide new and valuable consideration consistent with Socko v. Mid-Atlantic Systems of CPA, Inc., 126 A.3d 1266 (Pa. 2015). A court may grant partial enforcement where equitable and permitted by Pennsylvania law, but reformation is not automatic.

8.7 Health Care Practitioner Limitation. If Executive is a health care practitioner covered by Pennsylvania Act 74 of 2024, a post-employment noncompete entered on or after January 1, 2025, is void unless it is no longer than one year and Executive was not dismissed by the employer. The patient-notification duties in Section 5 of that Act remain applicable where its conditions are met.

9. TERMINATION; SEVERANCE

9.1 Termination Events. Executive’s employment may be terminated at any time (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 [60] days’ notice, (e) upon Executive’s death, or (f) upon Disability (defined as inability to perform essential functions for [180] consecutive days).

9.2 Accrued Obligations. Upon any termination, without conditioning payment on a release, Executive shall receive (a) earned but unpaid Base Salary and other compensation, (b) unreimbursed expenses payable under an agreement or policy, and (c) vested employee benefits (the “Accrued Obligations”). Under WPCL Sections 5 and 6, earned wages are due no later than the next regular payday, and any amount the Company concedes is due must be paid without condition even if another amount is disputed.

9.3 Severance for Termination Without Cause or for Good Reason. Subject to Section 9.6 and Executive’s execution of the release in Schedule A or another release approved by counsel:

(a) Cash Severance. Base Salary continuation for the Severance Period of [12–24] months.

(b) Bonus. Pro-rated annual bonus for the year of termination, based on actual performance and paid at the time bonuses are paid to senior executives generally.

(c) COBRA. Company-paid COBRA premiums for the Severance Period or until Executive becomes eligible for comparable coverage.

(d) Equity Acceleration. Vesting acceleration of [—]% of outstanding equity awards.

9.4 Severance Upon Change in Control. If, within [12] months following a Change in Control, Executive is terminated without Cause or resigns for Good Reason, the Severance Period shall equal [24–36] months, and all unvested equity shall immediately vest in full.

9.5 No Severance for Cause or Voluntary Resignation. Executive shall not be entitled to severance benefits if terminated for Cause or if Executive resigns without Good Reason.

9.6 Conditions. (a) Executive must deliver an effective release by the deadline stated in the separation agreement; if Executive is age forty (40) or older and releases ADEA claims, the agreement must provide at least twenty-one (21) days for consideration and seven (7) days after execution for revocation, while forty-five (45) days applies only to a qualifying group termination program and requires the disclosures in 29 U.S.C. § 626(f)(1)(H); (b) Executive must comply with the covenants in Section 8; and (c) payments shall commence on the first payroll date following expiration of any revocation period, subject to Code Section 409A.

10. RISK ALLOCATION

10.1 Indemnification. To the fullest extent permitted by the law governing Company's internal affairs and its organizational documents, Company shall indemnify Executive for expenses and liabilities incurred by reason of service as an officer. If 15 Pa.C.S. §§ 1741-1747 apply, indemnification is subject to their standards, procedures, mandatory-success rule, and prohibition on supplementary indemnification for court-determined willful misconduct or recklessness.

10.2 Advancement. If 15 Pa.C.S. § 1745 applies, Company shall advance reasonable defense expenses only after receipt of the required repayment undertaking and any board authorization required by the bylaws or that section.

10.3 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.

10.4 Limitation of Liability. [PLACEHOLDER: Insert any negotiated aggregate cap on direct damages.] No cap applies to earned wages or compensation, non-waivable statutory claims or remedies, indemnification obligations, fraud, willful misconduct, or breaches of Section 8.

10.5 Force Majeure. Neither Party shall be liable for delay in nonmonetary performance due to events beyond its reasonable control, provided the affected Party gives prompt notice and uses diligent efforts to resume performance. This clause does not excuse payment of earned wages or compensation or compliance with a non-waivable statutory duty.

11. DISPUTE RESOLUTION

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

11.2 Forum Selection. Subject to Section 11.3, any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in or serving [COUNTY], Pennsylvania, as subject-matter jurisdiction permits, and the Parties submit to personal jurisdiction and venue there.

11.3 Arbitration. Except for (a) claims for injunctive or equitable relief, and (b) enforcement of the arbitration award, any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association 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 [City, Pennsylvania] before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

11.4 Jury Trial Waiver. [OPTIONAL: TO BE INCLUDED IF ELECTED] EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

11.5 Injunctive Relief. A Party may seek injunctive relief for an actual or threatened breach of Section 8, subject to proving the requirements for such relief and satisfying any bond or security requirement imposed by applicable law or court order.

11.6 Attorneys’ Fees. The prevailing Party in an action to enforce this Agreement may recover reasonable attorneys’ fees and costs only to the extent authorized by this Agreement and applicable law. No fee term shall limit a non-waivable statutory remedy or prevent effective vindication of a statutory claim.

12. GENERAL PROVISIONS

12.1 Amendment; Waiver. This Agreement may be amended only by a writing signed by both Parties. No waiver shall be effective unless in writing and signed by the Party waiving.

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 in interest; provided that such successor assumes all obligations hereunder.

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

12.4 Severability. If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect. Partial enforcement of a restrictive covenant remains subject to Section 8.6 and the court's equitable discretion.

12.5 Entire Agreement. This Agreement (including any equity award agreements and Company policies referenced herein) constitutes the entire agreement between the Parties and supersedes all prior understandings with respect to employment of Executive.

12.6 Counterparts; Electronic Signature. This Agreement may be executed in multiple counterparts, each deemed an original and all together one instrument. Under Section 303 of the Pennsylvania Electronic Transactions Act, a record, signature, or contract may not be denied legal effect solely because it is electronic, and an electronic record or signature satisfies a legal writing or signature requirement, subject to the Act and other applicable law.

12.7 Construction. Headings are for convenience only and shall not affect interpretation. “Including” means “including without limitation.”

12.8 409A Compliance. The Parties intend that all payments hereunder comply with or be exempt from Code 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).

13. EXECUTION BLOCK

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

SCHEDULE A – FORM OF RELEASE

In exchange for Severance Benefits exceeding amounts otherwise owed, Executive releases Company and its affiliates, successors, and their current and former officers, directors, employees, and agents from claims arising on or before the signature date, to the fullest extent lawfully waivable.

This Release does not waive future claims, rights arising under the Agreement after execution, indemnification rights, government-agency communications or participation, or any other right that cannot lawfully be waived.

ADEA/OWBPA election for an Executive age forty (40) or older:

If applicable, released claims expressly include claims under the Age Discrimination in Employment Act through the signature date.

☐ Individual termination: at least twenty-one (21) days to consider.

☐ Qualifying group program: at least forty-five (45) days to consider, with the disclosures required by 29 U.S.C. § 626(f)(1)(H).

Executive is advised in writing to consult an attorney before signing and may revoke an ADEA waiver by written notice to [CONTACT/ADDRESS] within seven (7) days after signing. The ADEA waiver becomes effective only after that period expires without revocation.

The Protected Disclosures and DTSA Notice in Section 8.1 are incorporated into this Release.

SCHEDULE B – PRE-EXISTING INTELLECTUAL PROPERTY

☐ None.

☐ Excluded items: [DESCRIBE WITH SUFFICIENT PARTICULARITY].

Sources and References

• Pennsylvania Wage Payment and Collection Law — Act 329 of 1961
• 15 Pa.C.S. Chapter 17 — officer duties, indemnification, advancement, and insurance
• 12 Pa.C.S. Chapter 53 — Uniform Trade Secrets Act
• Pennsylvania Electronic Transactions Act — Act 69 of 1999
• Fair Contracting for Health Care Practitioners Act — Act 74 of 2024
• Commonwealth Physician Network, LLC v. Kutz — 2025 application of Pennsylvania restrictive-covenant standards
• Pittsburgh Logistics Systems, Inc. v. Beemac Trucking, LLC — Pennsylvania Supreme Court discussion of restrictive-covenant policy and consideration
• 18 U.S.C. § 1833 — protected trade-secret disclosures
• 29 U.S.C. § 626 — ADEA waiver requirements
• 29 U.S.C. § 631 — ADEA age coverage
• 9 U.S.C. § 2 — enforceability of arbitration agreements
• 9 U.S.C. §§ 401-402 — sexual-assault and sexual-harassment disputes
• 26 U.S.C. § 409A — nonqualified deferred compensation

END OF AGREEMENT