Employment Contract - Executive

EXECUTIVE EMPLOYMENT AGREEMENT

(Texas Governing Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Employment; Position & Duties
   3.2 Term
   3.3 Compensation & Benefits
   3.4 Expense Reimbursement
   3.5 Claw-Back; Recoupment

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Intellectual Property
   5.3 Non-Competition
   5.4 Non-Solicitation
   5.5 Non-Disparagement

6. Termination; Severance; Change in Control

7. Default & Remedies

8. Risk Allocation
   8.1 Indemnification
   8.2 Limitation of Liability
   8.3 Insurance
   8.4 Force Majeure

9. Dispute Resolution

10. General Provisions
11. Execution Block
12. Exhibit A – Compensation Schedule
13. Exhibit B – Release Agreement (for Severance)
14. Exhibit C – Pre-Existing Intellectual Property

1. DOCUMENT HEADER

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of [EFFECTIVE_DATE] (the “Effective Date”) by and between [COMPANY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] (“Company”), and [EXECUTIVE_NAME], an individual resident of the State of Texas (“Executive,” and together with Company, the “Parties,” and each, a “Party”).

Recitals
A. Company desires to employ Executive in a senior leadership capacity and Executive desires to accept such employment, all on the terms set forth herein.
B. Adequate consideration exists for this Agreement, including but not limited to the compensation, benefits, and mutual promises contained herein.

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

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings given elsewhere in this Agreement.

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

“Base Salary” – the annualized salary specified in Section 3.3(a).

“Board” – Company’s Board of Directors (or equivalent governing body).

“Cause” – (i) Executive’s willful misconduct or gross negligence, (ii) Executive’s material breach of this Agreement or of a lawful directive that, if curable, remains uncured after 10 days’ written notice, (iii) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude, or (iv) fraud, embezzlement, or material dishonesty that adversely affects Company.

“Change in Control” – the consummation of: (i) a merger or consolidation after which the pre-transaction owners hold less than fifty percent (50%) of the combined voting power; (ii) a sale of all or substantially all Company assets; or (iii) one person or group acquiring more than fifty percent (50%) of the Company's voting securities. Any payment intended to comply with Code § 409A shall be triggered only by an event that also qualifies under applicable § 409A rules.

“Code” – the Internal Revenue Code of 1986, as amended.

“Good Reason” – without Executive’s written consent: (i) material diminution of duties, authority, or responsibility; (ii) material reduction of Base Salary or target bonus opportunity; (iii) relocation of Executive’s principal work location by more than 50 miles; or (iv) material breach by Company of this Agreement, provided Executive gives written notice within 90 days and Company fails to cure within 30 days.

“Restricted Period” – employment plus [6-12] months after employment ends, as selected and narrowed for Executive's role and the Company's protectable interests.

“Severance Benefits” – the payments and benefits described in Section 6.3.

3. OPERATIVE PROVISIONS

3.1 Employment; Position & Duties

(a) Position. Company hereby employs Executive as its [TITLE] reporting to the [BOARD/CEO].
(b) Duties. Executive shall have the duties, responsibilities, and authority customary for such position and as reasonably assigned by Company.
(c) Full-Time Efforts. Executive shall devote substantially all professional time to Company and shall not engage in any other employment or business activities without Board consent, except passive investments and charitable activities that do not interfere with duties hereunder.

3.2 Term

The employment relationship is “at-will.” Either Party may terminate employment at any time, subject to the notice, severance, and other provisions of Section 6.

3.3 Compensation & Benefits

(a) Base Salary. $[AMOUNT] per annum, payable in accordance with Company’s normal payroll practices and subject to applicable withholding.
(b) Annual Bonus. Target bonus of [___]% of Base Salary based on performance metrics established by the Board; actual payout, if any, shall be determined in good faith by the Board.
(c) Equity Awards. Executive shall be eligible to participate in Company’s equity incentive plan pursuant to separate award agreements.
(d) Benefits. Executive shall be eligible to participate in Company’s employee benefit plans generally available to senior executives, subject to plan terms.
(e) Paid Time Off. [___] days per calendar year, accrued and used in accordance with Company policy.
(f) Deferred Compensation. Any deferred compensation arrangement shall comply with Code § 409A.

3.4 Expense Reimbursement

Company shall reimburse Executive for reasonable business expenses incurred in good faith and in accordance with Company’s reimbursement policies.

3.5 Claw-Back; Recoupment

All incentive-based compensation shall be subject to any Company claw-back policy and to any claw-back or recoupment required under applicable law or listing standards.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual. Each Party represents that it has the power and authority to enter into and perform this Agreement and that no consents are required other than those already obtained.

4.2 Executive. Executive represents that (i) Executive is not subject to any agreement or restriction that would impair performance of duties hereunder; (ii) Executive will not use or disclose any confidential information belonging to a prior employer; and (iii) all information provided to Company in connection with Executive’s hiring is true and complete.

4.3 Survival. The representations and warranties of this Section 4 shall survive the execution and delivery of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Executive shall protect and keep confidential all Confidential Information and use it solely for Company’s benefit both during and after employment. “Confidential Information” excludes information that Executive can document: (i) is publicly available through no breach of this Agreement; (ii) was lawfully known without a confidentiality duty; or (iii) was lawfully received from a third party without a confidentiality duty. A “Trade Secret” means information meeting the definition in Tex. Civ. Prac. & Rem. Code § 134A.002(6).

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.

5.2 Intellectual Property

Executive hereby assigns to Company all right, title, and interest in inventions, works of authorship, developments, and other intellectual property created within the scope of employment, using material Company resources, or relating directly to the Company's actual or demonstrably anticipated business or research (“Works”). Executive shall identify pre-existing intellectual property on Exhibit C; listed pre-existing property remains Executive's property, subject to any express license stated there.

5.3 Non-Competition

In exchange for Company's enforceable promises to provide Executive access to Confidential Information, Trade Secrets, customer goodwill, and specialized training described in [IDENTIFY PROMISES/CONSIDERATION], Executive agrees that, during employment and the Restricted Period, Executive will not perform services the same as or substantially similar to the services Executive performed or supervised for Company for a Competitive Business within [GEOGRAPHIC AREA WHERE EXECUTIVE MATERIALLY WORKED, SUPERVISED OPERATIONS, OR HELD CUSTOMER RESPONSIBILITY]. This covenant is intended to be ancillary to an otherwise enforceable agreement when made and to contain only reasonable limitations as to time, geographic area, and scope of activity that do not impose a greater restraint than necessary to protect Company goodwill or another protectable business interest, as required by Tex. Bus. & Com. Code § 15.50(a).

☐ Covered health care practitioner. Do not use the preceding clause without replacement language prepared by Texas counsel. Covenants against practitioners covered by Tex. Bus. & Com. Code § 15.501 are subject to separate statutory requirements effective September 1, 2025.

5.4 Non-Solicitation

(a) Employees. During the Restricted Period, Executive shall not directly solicit for competitive employment a Company employee with whom Executive materially worked during the final twelve (12) months of employment. General advertisements not targeted at Company personnel do not violate this clause.
(b) Customers. During the Restricted Period, Executive shall not solicit for competitive purposes a customer or actively pursued prospective customer with whom Executive had material business contact or about whom Executive received material Confidential Information during the final twelve (12) months of employment.

5.5 Non-Disparagement

The Parties agree to refrain from knowingly false statements intended to harm the other Party's reputation. This clause does not restrict truthful testimony, lawful reports to government agencies, participation in investigations, discussion of working conditions protected by law, or any other non-waivable right.

6. TERMINATION; SEVERANCE; CHANGE IN CONTROL

6.1 Termination Events

(a) By Company for Cause (effective immediately);
(b) By Company without Cause (30 days’ notice);
(c) By Executive for Good Reason (30 days’ notice following cure period);
(d) By Executive without Good Reason (60 days’ notice);
(e) Disability (after 120 days’ aggregate absence in any 12-month period);
(f) Death (immediate).

6.2 Accrued Obligations

Upon any termination, Executive shall receive, without conditioning payment on a release: (i) earned but unpaid Base Salary; (ii) unused vacation or paid leave only to the extent payable under a written Company policy or agreement; (iii) earned bonuses or commissions payable under the governing plan or agreement; and (iv) properly documented unreimbursed business expenses. Under Tex. Lab. Code § 61.014, wages are due no later than the sixth calendar day after discharge or, for a voluntary separation, on the next regular payday. A different written payment schedule may govern a particular fringe benefit, commission, or bonus to the extent permitted by law.

6.3 Severance Benefits

(a) Trigger. Payable upon termination by Company without Cause or by Executive for Good Reason, provided Executive timely executes and does not revoke the Release in Exhibit B. Accrued Obligations are not consideration for the Release and remain payable regardless of signature.
(b) Cash Severance. Continuation of Base Salary for [12] months (“Severance Period”).
(c) COBRA. Company-paid COBRA premiums for the Severance Period, subject to earlier cessation upon alternative coverage.
(d) Equity Vesting. [Accelerated vesting of outstanding equity awards as follows: ___].
(e) 409A Compliance. 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).

6.4 Change in Control Enhancement

If a Change in Control occurs within 12 months before or after a termination triggering Severance Benefits, (i) Severance Period extends to [18] months, and (ii) any time-based equity awards shall vest in full upon the later of the Change in Control or the termination date.

6.5 Golden-Parachute Treatment

☐ Payments will be reduced to the minimum extent necessary to avoid an excise tax under Code § 4999, but only if the reduction produces a greater net after-tax benefit to Executive. ☐ No cutback; Executive bears any tax under Code § 4999. Any gross-up must be separately drafted after tax review under Code §§ 280G and 4999.

7. DEFAULT & REMEDIES

7.1 Events of Default. The following constitute a default: (i) material breach of any covenant, representation, or warranty; (ii) failure to pay amounts due; (iii) breach of Restrictive Covenants.

7.2 Notice & Cure. The non-defaulting Party shall give written notice specifying the default; the defaulting Party shall have 10 days (monetary) / 30 days (non-monetary) to cure, unless cure is incapable of performance.

7.3 Remedies. In addition to monetary damages:
(a) Injunctive Relief. Each Party agrees that breach of Section 5 may cause irreparable harm and that a Party may seek injunctive relief, subject to any bond required by applicable law.
(b) Specific Performance. The Parties consent to specific performance where monetary damages are inadequate.
(c) Attorneys’ Fees. The prevailing Party in any action arising from this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Indemnification (Company Indemnifies Executive)

To the fullest extent permitted by the law governing Company's internal affairs and Company's organizational documents, Company shall indemnify Executive for expenses, judgments, fines, and settlement amounts incurred by reason of Executive's service as a Company officer. If Tex. Bus. Orgs. Code Chapter 8 applies, indemnification and advancement are subject to its eligibility standards, required determinations, undertakings, and limitations. Company shall advance reasonable expenses only after satisfaction of applicable statutory and organizational-document conditions.

8.2 Limitation of Liability

Except for (i) liabilities arising from Executive’s fraud, gross negligence, or willful misconduct; (ii) breach of the Restrictive Covenants; and (iii) indemnification obligations hereunder, each Party’s liability to the other shall not exceed $[CAP_AMOUNT] in the aggregate.

8.3 Insurance

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

8.4 Force Majeure

Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, pandemics, governmental orders, or natural disasters, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

9. DISPUTE RESOLUTION

9.1 Governing Law

This Agreement and any dispute hereunder shall be governed by the laws of the State of Texas, without regard to its conflicts-of-law principles.

9.2 Forum Selection; Injunctive Relief

State and federal courts located in [COUNTY], Texas, shall have exclusive jurisdiction for any action seeking injunctive relief or to compel arbitration. Each Party irrevocably submits to, and waives objections to, such venue.

9.3 Arbitration (Preferred)

(a) Scope. Except for actions for injunctive relief, any dispute arising out of or relating to this Agreement shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) 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.
(b) Location. [COUNTY], Texas.
(c) Arbitrator. A single arbitrator experienced in executive employment matters shall be appointed in accordance with AAA rules.
(d) Governing Law & Awards. The arbitrator shall apply Texas substantive law and may award any relief available at law or equity. Judgment on the award may be entered in any court of competent jurisdiction.
(e) Fees. Company shall bear AAA administrative fees and the arbitrator’s compensation; each Party bears its own attorneys’ fees unless the arbitrator allocates fees pursuant to Section 7.3(c).

9.4 Jury Trial Waiver (Optional)

To the extent any dispute is not subject to arbitration, the Parties knowingly, voluntarily, and irrevocably waive trial by jury.

10. GENERAL PROVISIONS

10.1 Amendment & Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties; waiver of a breach is not waiver of any other breach.

10.2 Assignment. This Agreement is personal to Executive and may not be assigned by Executive. Company may assign this Agreement to any successor or acquirer (whether by merger, sale of stock or assets, or otherwise) provided such assignee assumes all obligations herein.

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

10.4 Severability & Reformation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. If a covenant otherwise satisfies Tex. Bus. & Com. Code § 15.50 but contains unreasonable time, geographic-area, or activity limitations, the court shall reform the covenant to the extent necessary to make those limitations reasonable under § 15.51(c). Relief for pre-reformation conduct remains subject to that section.

10.5 Integration. This Agreement (including Exhibits) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings, whether written or oral.

10.6 Counterparts; Electronic Signature. The Parties agree to conduct this transaction by electronic means. This Agreement may be executed in counterparts, including by electronic signature, each deemed an original and all together one instrument. Under Tex. Bus. & Com. Code § 322.007, a record or signature may not be denied legal effect solely because it is electronic, subject to the scope and party-agreement rules in § 322.005.

10.7 Headings. Headings are for convenience only and shall not affect interpretation.

10.8 Notices. All notices must be in writing and delivered (i) personally, (ii) by nationally-recognized overnight courier, or (iii) by certified mail (return receipt requested), addressed to the receiving Party at its address first set forth above or as later designated. Notice is effective upon receipt.

10.9 Taxes. Company shall make legally required withholdings from all payments. Executive is solely responsible for all taxes arising from compensation and benefits, except for Company’s share of employment taxes.

10.10 Section 409A Savings Clause. It is intended that all payments and benefits either are exempt from or comply with Code § 409A, and this Agreement shall be interpreted accordingly.

11. EXECUTION BLOCK

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

12. EXHIBIT A – COMPENSATION SCHEDULE

1. Base Salary: $[AMOUNT] per annum
2. Target Bonus: [___]% of Base Salary; form and timing of payout: [DETAILS]
3. Equity Grants: [TYPE/AMOUNT/VESTING]
4. One-time Sign-On Bonus: $[AMOUNT] (repayable if resignation without Good Reason or termination for Cause within 12 months)
5. Relocation Allowance: $[AMOUNT], subject to gross-up for taxes if applicable

13. EXHIBIT B – RELEASE AGREEMENT (Form)

This Release is delivered under Section 6.3 of the Agreement. In exchange for the Severance Benefits, which exceed 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 date Executive signs this Release, to the fullest extent lawfully waivable.

The Release does not waive: (i) claims arising after signature; (ii) vested retirement benefits; (iii) rights to workers' compensation or unemployment benefits; (iv) indemnification rights; (v) the right to file a charge, communicate with, or participate in an investigation by a government agency; (vi) lawful whistleblower awards; or (vii) any other right that cannot lawfully be waived. Executive is not required to notify Company before protected communications with a government agency.

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

If this election applies, the released claims expressly include claims under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, through the date Executive signs this Release.

☐ Individual termination. Executive receives at least twenty-one (21) days to consider this Release.

☐ Qualifying group program. Executive receives at least forty-five (45) days to consider this Release, together with the written decisional-unit, eligibility, time-limit, job-title, and age disclosures required by 29 U.S.C. § 626(f)(1)(H).

Executive is advised in writing to consult an attorney before signing. Executive may revoke an ADEA waiver by written notice delivered to [CONTACT/ADDRESS] within seven (7) days after signing. The ADEA waiver becomes effective only after that period expires without revocation. This Release does not waive future ADEA claims.

The Protected Disclosures and DTSA Notice in Section 5.1 are incorporated into this Release.

EXHIBIT C – PRE-EXISTING INTELLECTUAL PROPERTY

☐ None.

☐ The following items are excluded from the assignment in Section 5.2: [DESCRIBE WITH SUFFICIENT PARTICULARITY].

Sources and References

• Texas Business & Commerce Code Chapter 15 — restrictive covenants
• Texas Labor Code Chapter 61 — wages and final pay
• Texas Workforce Commission — final pay
• Texas Workforce Commission — vacation and sick leave
• Texas Civil Practice & Remedies Code Chapter 134A — trade secrets
• Texas Business Organizations Code Chapter 8 — indemnification and insurance
• Texas Business & Commerce Code Chapter 322 — electronic transactions
• 18 U.S.C. § 1833 — protected trade-secret disclosures
• 29 U.S.C. § 626 — ADEA waiver requirements
• 9 U.S.C. §§ 401-402 — sexual-assault and sexual-harassment disputes
• 26 U.S.C. § 409A — nonqualified deferred compensation
• 26 U.S.C. § 280G — golden parachute payments
• 26 U.S.C. § 4999 — excise tax on excess parachute payments