EXECUTIVE EMPLOYMENT AGREEMENT

(Washington State – Comprehensive Template)

[// GUIDANCE: This template is drafted to Washington State standards as of the date generated. Counsel should confirm no superseding legislation or regulations have been enacted prior to use.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Executive Employment Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between [LEGAL NAME OF COMPANY], a [State of Incorporation] corporation with its principal place of business at [Address] (“Company”), and [EXECUTIVE FULL LEGAL NAME], an individual resident of the State of Washington (“Executive,” and together with Company, each a “Party” and collectively the “Parties”).

2. Recitals.
   2.1 Company desires to employ Executive, and Executive desires to accept such employment, on the terms and subject to the conditions set forth herein.
   2.2 Adequate consideration exists for each covenant contained in this Agreement, including Executive’s continued or new employment, access to Confidential Information, and the compensation and benefits described herein.

3. Governing Law & Venue.
   This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law rules.

II. DEFINITIONS

[// GUIDANCE: Add or delete defined terms as appropriate for the transaction.]

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

“Base Salary” – The annualized salary set forth in Section III.3(a), as may be increased from time to time.

“Board” – The Board of Directors of Company.

“Cause” – Shall mean [detailed definition with objective criteria].

“Change in Control” – (i) the consummation of a merger or consolidation resulting in greater than 50% of Company’s voting securities being owned by a person or group other than the persons holding such securities immediately prior to such transaction; (ii) a sale of all or substantially all of Company’s assets; or (iii) any other transaction that constitutes a “change in control event” within the meaning of Section 409A.

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

“Confidential Information” – All non-public information regarding Company or its Affiliates obtained by Executive in the course of employment.

“Good Reason” – Shall mean [detailed definition, including notice and cure requirements].

“Non-Compete Period” – The term set forth in Section V.3(a).

“Restrictive Covenant Obligations” – The obligations in Section V.

“Severance Benefits” – The amounts and benefits described in Section VI.3.

[Add additional definitions alphabetically as needed.]

III. OPERATIVE PROVISIONS

1. Position & Duties.
   a. Title: [Chief Executive Officer / President / Other].
   b. Reporting: Reports directly to [Board / Chairman / Other].
   c. Duties: Executive shall devote substantially all business time and best efforts to the business of Company, perform the duties customarily associated with the position, and comply with lawful directions of the Board.

2. Term of Employment.
   a. Initial Term: [Number] years commencing on the Effective Date (the “Initial Term”).
   b. Automatic Renewal: The Agreement shall automatically renew for successive one-year periods unless either Party gives at least [90] days’ written notice of non-renewal.
   c. Employment-At-Will Override: Nothing herein shall be construed to alter Washington’s default at-will doctrine except as expressly provided in Section VI (Termination).

3. Compensation.
   a. Base Salary: $[Amount] per annum, payable in accordance with Company’s normal payroll practices and subject to all required withholdings.
   b. Annual Incentive Bonus: Target bonus opportunity of [Percentage] % of Base Salary, based on performance metrics established by the Board.
   c. Long-Term Incentive / Equity Awards: Eligibility for equity awards pursuant to Company’s equity incentive plan (“Plan”). [Insert vesting schedule; address acceleration upon Change in Control per Section VI.4.]
   d. Sign-On Bonus: [If applicable].
   e. Clawback: All incentives shall be subject to any Company clawback policy and applicable law, including Section 10D of the Securities Exchange Act and related regulations.

4. Benefits & Perquisites.
   a. Executive shall be eligible for customary employee benefit plans, including health, dental, vision, life, disability, and retirement plans, subject to their terms.
   b. Paid Time Off: [Number] days per annum, accruing and administered pursuant to Company policy and Washington’s paid-sick-leave law.
   c. Perquisites: [Club membership / car allowance / relocation assistance / etc.]

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

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Representations.
   Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

2. Executive Representations.
   a. No Conflict: Executive is not a party to any agreement that would conflict with or be violated by this Agreement.
   b. Use of Prior Employer Information: Executive will not use or disclose any confidential information or trade secrets of any prior employer.

3. Survival.
   The representations and warranties in this Section shall survive termination of employment to the extent necessary to enforce the Agreement.

V. COVENANTS & RESTRICTIONS

[// GUIDANCE: Ensure compliance with Washington’s non-compete statute (compensation threshold; ≤18 months; garden-leave pay if applicable).]

1. Confidentiality.
   Executive shall hold all Confidential Information in strict confidence both during and after employment, except as required by law or court order.

2. Proprietary Rights; Work-Made-For-Hire.
   All intellectual property created by Executive within the scope of employment shall be “work made for hire” and shall vest exclusively in Company. Executive hereby irrevocably assigns all such rights to Company.

3. Restrictive Covenants.
   a. Non-Competition: During employment and for [12–18] months thereafter (the “Non-Compete Period”), Executive shall not, within the geographic area(s) where Executive provided services, engage in or render services to any Competing Business.
   • [Include safe-harbor carve-outs mandated by Washington law for certain professions and earnings thresholds.]
   b. Non-Solicitation: For [24] months post-termination, Executive shall not solicit or hire any employee of Company or solicit any customer or prospective customer with whom Executive had material contact.
   c. Non-Disparagement: Each Party agrees not to disparage the other, except as required by law.

4. Compliance & Tolling.
   Any period of breach shall toll the Restrictive Covenant Obligations.

5. Notice of Post-Employment Activities.
   Executive shall provide Company at least ten (10) business days’ advance written notice of any intended employment or engagement during the Non-Compete Period.

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. By Executive: (i) material breach of this Agreement; (ii) willful misconduct; (iii) violation of law relating to Company business; (iv) failure to cure any curable breach within fifteen (15) days after written notice.
   b. By Company: (i) material breach; (ii) failure to pay compensation when due; (iii) failure to cure within fifteen (15) days after notice.

2. Termination of Employment.
   a. By Company for Cause.
   b. By Company without Cause.
   c. By Executive for Good Reason.
   d. By Executive without Good Reason (voluntary resignation).
   e. Upon Death or Disability (as defined in Company’s long-term disability policy).

3. Severance Benefits.
   a. Trigger: Termination by Company without Cause or by Executive for Good Reason.
   b. Benefits:
   i. Cash Severance: [Multiple] × Base Salary, payable in instalments or lump sum [specify].
   ii. COBRA: Company-paid COBRA premiums for [12–18] months.
   iii. Acceleration of Equity: [Full / Partial] acceleration of unvested equity.
   iv. Outplacement: Up to $[Amount] in services.
   c. Release Requirement: Payment conditioned upon Executive’s timely execution (and non-revocation) of a separation agreement and general release.

4. Change in Control Protection.
   In the event of a Change in Control followed within [12] months by a qualifying termination, Executive shall receive (in lieu of Section VI.3 benefits):
   a. Cash Severance of [Multiple] × (Base Salary + average Annual Bonus);
   b. Full vesting of all outstanding equity awards;
   c. Extended exercise period for options (the earlier of original term or [12] months post-termination).

5. Remedies.
   a. Equitable Relief: Each Party acknowledges that money damages may be an inadequate remedy for breach of Section V and consents to injunctive relief without the necessity of posting bond.
   b. Cumulative Remedies: Rights and remedies herein are cumulative and in addition to any other rights or remedies available at law or in equity.

6. Attorney Fees & Costs.
   The prevailing Party in any dispute arising under this Agreement shall be entitled to recover reasonable attorney fees and costs, including on appeal.

VII. RISK ALLOCATION

1. Indemnification.
   Company shall indemnify and hold harmless Executive, to the fullest extent permitted under applicable law and Company’s bylaws and D&O insurance policies, against any and all losses, claims, liabilities, and expenses arising out of Executive’s performance of duties hereunder, except to the extent arising from Executive’s willful misconduct or gross negligence.

2. Limitation of Liability.
   Executive’s aggregate liability to Company for direct damages for acts or omissions in the course of employment (other than acts involving fraud or willful misconduct) shall not exceed [Cap or “No Cap”].

3. Insurance.
   Company shall maintain directors’ and officers’ liability insurance (“D&O”) and, if applicable, employment practices liability insurance (“EPLI”) with coverage limits commercially reasonable for similarly situated companies.

4. Force Majeure.
   Neither Party shall be liable for failure to perform if prevented by causes beyond its reasonable control, provided that the affected Party gives prompt notice and makes reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

1. Negotiation.
   The Parties shall first attempt in good faith to resolve any dispute through informal discussions for at least thirty (30) days.

2. Arbitration.
   Except as provided in Section VIII.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the employment relationship shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules then in effect.
   a. Location: Seattle, Washington.
   b. Governing Law: Washington law, with the Federal Arbitration Act governing enforceability.
   c. Arbitrator: A single arbitrator mutually agreed by the Parties with at least ten (10) years’ experience in executive employment matters.
   d. Costs: Company shall bear the arbitrator’s fees; other costs shall be allocated per AAA Rules or as ordered by the arbitrator.
   e. Remedies: Arbitrator may award all remedies available at law or equity, including injunctive relief.

3. Forum Selection for Excluded Claims.
   To the extent a claim is not subject to arbitration (e.g., request for temporary or preliminary injunctive relief under Section V.5), the Parties consent to the exclusive jurisdiction of the state courts sitting in King County, Washington.

4. Injunctive Relief Carve-Out.
   Either Party may seek provisional equitable relief in a court of competent jurisdiction pending arbitration to preserve the status quo or prevent irreparable harm.

5. [Optional] Jury Trial Waiver.
   [IF ELECTED] EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING PERMITTED UNDER THIS SECTION.

IX. GENERAL PROVISIONS

1. Amendment & Waiver.
   No modification of this Agreement shall be valid unless in writing and signed by both Parties. Failure of either Party to enforce any provision shall not constitute a waiver.

2. Assignment.
   a. Company may assign this Agreement to any successor in interest (by merger, sale of assets, or otherwise).
   b. Executive may not assign or delegate any rights or duties without Company’s prior written consent.

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

4. Severability & Reformation.
   If any provision is held invalid or unenforceable, it shall be narrowly construed or reformed to the minimum extent necessary to render it valid, and the remaining provisions shall remain in full force.

5. Integration.
   This Agreement, together with any equity award agreements and plans referenced herein, constitutes the entire understanding of the Parties with respect to the subject matter and supersedes all prior agreements, whether written or oral.

6. Counterparts; Electronic Signatures.
   This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures delivered electronically or by facsimile shall be deemed effective.

7. Notices.
   All notices shall be in writing and deemed given (i) upon delivery if personally delivered, (ii) one (1) business day after transmission by nationally recognized overnight courier, or (iii) upon confirmation of receipt if sent by email with PDF attachment, addressed as follows (or as later designated by notice):
   • If to Company: [Name, Title, Address, Email]
   • If to Executive: [Address, Email]

8. Section 409A Compliance.
   The Parties intend that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code. This Agreement shall be interpreted and administered accordingly.

X. EXECUTION BLOCK

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

[LEGAL NAME OF COMPANY] [EXECUTIVE NAME]

By: ____ ____
Name: [Authorized Signatory] [Executive Name]
Title: [Title] Date: ____
Date: _______
[Optional Notary Acknowledgment – Washington State]

[// GUIDANCE:
• Review Washington’s “healthy workplace” statutes, paid-sick-leave rules, and the Washington non-compete statute to verify thresholds and notice requirements at time of signature.
• Confirm compliance with any stock-exchange or SEC rules (if applicable) concerning executive compensation disclosure, clawbacks, or shareholder approval.
• Tailor severance multiples and restrictive-covenant durations to industry norms and internal precedent.
• Consider adding a “Garden Leave” provision if non-competes approach the statutory maximum.
]