EXECUTIVE EMPLOYMENT AGREEMENT

(Texas Governing Law)

[// GUIDANCE: This template is drafted under Texas law with defensive, court-ready language. All bracketed fields must be customized for each engagement.]

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)

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” – any event that qualifies as a “change in control event” as defined in Treas. Reg. § 1.409A-3(i)(5) and results in a change in the ownership or effective control of Company.

“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.

“Restrictive Covenant Period” – (i) the Term plus (ii) 12 months thereafter (24 months for non-solicitation of Customers), subject to tolling for periods of breach.

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

[// GUIDANCE: Continue alphabetically as additional defined terms are needed.]

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.

5.2 Intellectual Property

All inventions, works, and other intellectual property created by Executive within the scope of employment or using Company resources (“Works”) shall be Company’s sole property. Executive hereby assigns to Company all right, title, and interest in and to the Works.

5.3 Non-Competition

During the Restrictive Covenant Period, Executive shall not, anywhere within the State of Texas or any other geographic area in which Company conducts material business, engage in or assist a Competitive Business. This covenant is entered into pursuant to Tex. Bus. & Com. Code § 15.50 and is ancillary to otherwise enforceable promises, including the Company’s provision of Confidential Information.

5.4 Non-Solicitation

(a) Employees. Executive shall not solicit or hire any employee or independent contractor of Company during the Restrictive Covenant Period.
(b) Customers. Executive shall not solicit any then-current or actively-prospective Customer for competitive purposes during the Restrictive Covenant Period.

5.5 Non-Disparagement

The Parties agree to refrain from any false, malicious, or disparaging statements about the other Party.

[// GUIDANCE: Tailor covenants to meet legitimate business interests and Texas statutory requirements.]

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 (i) accrued but unpaid Base Salary, (ii) accrued vacation, and (iii) unreimbursed business expenses.

6.3 Severance Benefits

(a) Trigger. Payable upon termination by Company without Cause or by Executive for Good Reason, provided Executive executes and does not revoke the Release (Exhibit B) within the statutory revocation period.
(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. Severance payments shall be made in accordance with Code § 409A, including the six-month delay for “specified employees,” if applicable.

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.

[// GUIDANCE: Executive Compensation Rules and “double-trigger” severance are market-standard for Texas public and private companies.]

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 will cause irreparable harm and that injunctive relief is an appropriate remedy, without the necessity of posting bond.
(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)

Company shall defend, indemnify, and hold harmless Executive from and against any and all claims, damages, liabilities, and expenses arising out of Executive’s good-faith performance of duties, except to the extent resulting from Executive’s gross negligence, willful misconduct, or material breach of this Agreement. Company shall advance expenses to the fullest extent permitted under Tex. Bus. Orgs. Code and Company’s bylaws.

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.
(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. A court may modify an unenforceable covenant (including geographic scope or duration) to the minimum extent necessary to make it enforceable.

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. This Agreement may be executed in counterparts (including via DocuSign or similar), each of which is deemed an original and all of which together constitute one instrument.

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.

COMPANY: EXECUTIVE:

[COMPANY_NAME] ____
By: ____ [EXECUTIVE_NAME]
Name: ____
Title: _____
Date: _____ Date: ____
[// GUIDANCE: Insert corporate secretary certificate or board consent language if required for authority.]

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)

[// GUIDANCE: Provide a separate, age-appropriate waiver releasing Company, its affiliates, and related parties from all claims. Incorporate 21-day review/7-day revocation periods for ADEA compliance if Executive is 40+. Tailor to comply with OWBPA and to encompass Texas Labor Code Chapter 21 requirements.]

[// GUIDANCE: Final Checklist
✔ All placeholders bracketed
✔ Defined terms bolded or capitalized consistently
✔ Cross-references verified
✔ Non-compete compliant with Tex. Bus. & Com. Code § 15.50
✔ Arbitration clause references AAA Employment Rules
✔ Severance integrates double-trigger Change in Control protection
✔ 409A savings clause included
✔ Indemnification mirrors Texas corporate statutes
✔ Jury waiver optional per metadata
✔ Force majeure covers pandemic scenarios]