Employment Contract - Executive - Washington

EXECUTIVE EMPLOYMENT AGREEMENT

(Washington Law – Comprehensive Template)

I. PARTIES AND PURPOSE

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

The Company desires to employ Executive, and Executive desires to accept employment, on the terms below.

II. DEFINITIONS

“Base Salary” means the annual salary stated in Section IV.1.

“Board” means the Company’s board of directors or equivalent governing body.

“Cause” means: (a) fraud, embezzlement, or material dishonesty against the Company; (b) conviction of, or plea of guilty or no contest to, a felony materially related to Executive’s duties or the Company; (c) willful misconduct or gross negligence in performing duties; or (d) material breach of this Agreement or a lawful written Company policy that remains uncured for [10] days after written notice, if curable.

“Change in Control” means [DEFINE TRANSACTION PRECISELY]. Any payment intended to comply with 26 U.S.C. § 409A shall be triggered only by an event qualifying under applicable Section 409A rules.

“Confidential Information” means nonpublic information that derives actual or potential economic value from not being generally known or that the Company reasonably treats as confidential. It excludes information Executive can document was lawfully known without a duty of confidence, became public without Executive’s breach, or was lawfully received from a third party without a duty of confidence.

“Good Reason” means, without Executive’s written consent: (a) a material reduction in duties or authority; (b) a material reduction in Base Salary or target bonus; (c) relocation of the principal work location by more than [50] miles; or (d) a material Company breach, provided Executive gives notice within [30] days, allows [30] days to cure, and resigns within [60] days after the cure period ends.

III. EMPLOYMENT

1. Position and Duties

Executive shall serve as [TITLE], report to [BOARD/OFFICER], perform the duties customarily associated with that position, and comply with lawful directions and written policies. Executive shall devote substantially all working time to Company business, subject to approved board service, passive investments, and civic activities that do not create a material conflict.

2. Employment Relationship

Employment begins on [DATE] and continues until either Party terminates it under Section V. Either Party may terminate employment at any time, with or without cause or advance notice, subject to the express severance obligations in this Agreement and nonwaivable law. No fixed employment term is created.

3. Work Location

Executive’s principal work location is [LOCATION]. Remote or hybrid work is subject to the Company’s written policy and tax, payroll, benefits, and employment-law review for every state in which Executive works.

IV. COMPENSATION AND BENEFITS

1. Base Salary

The Company shall pay Executive $[AMOUNT] per year in accordance with regular payroll practices and subject to lawful deductions and withholdings.

2. Annual Bonus

Executive is eligible for an annual target bonus of [PERCENTAGE]% of Base Salary under written, Board-approved performance criteria. State whether the bonus is discretionary or earned under an objective formula and specify the payment date: [TERMS].

3. Equity

Subject to Board approval, Executive shall receive [TYPE/NUMBER] under [PLAN NAME], governed by the plan and award agreement.

4. Clawback

Incentive compensation is subject to the Company’s lawful recoupment policy and, if the Company is a listed issuer, the policy required under 15 U.S.C. § 78j-4 and applicable listing standards.

5. Benefits and Leave

Executive may participate in benefit plans made available to similarly situated executives, subject to their written terms. The Company shall provide [NUMBER] days of paid time off under its written policy.

If Executive is a covered “employee” under RCW ch. 49.46, statutory paid sick leave shall accrue and be usable as RCW 49.46.210 requires. A bona fide executive, administrative, or professional employee meeting the applicable exemption is excluded from that chapter’s employee definition by RCW 49.46.010(4)(c); counsel must classify the position rather than assume the job title controls.

6. Expenses

The Company shall reimburse reasonable and necessary business expenses under its written policy after timely supporting documentation. Any reimbursement subject to Section 409A shall be administered consistently with that section.

V. TERMINATION AND SEVERANCE

1. Termination Events

Employment may end: (a) by the Company for Cause; (b) by the Company without Cause; (c) by Executive for Good Reason; (d) by Executive without Good Reason; or (e) upon death or Disability. “Disability” means inability to perform essential job functions, with or without reasonable accommodation, for [PERIOD], as determined consistently with applicable disability law and the governing benefit plan.

2. Accrued Obligations

Upon every termination, without requiring a release, the Company shall pay: (a) earned and unpaid Base Salary and other earned wages; (b) approved unreimbursed expenses; and (c) vested benefits under their plan terms. Wages due at separation shall be paid no later than the end of the established pay period under RCW 49.48.010(2). Deductions may be made only as authorized by RCW 49.48.010(3) and other applicable law. Vacation or PTO payout is governed by the Company’s written policy or this Agreement.

3. Qualifying-Termination Severance

If the Company terminates Executive without Cause or Executive resigns for Good Reason, Executive shall receive, in addition to Accrued Obligations:

(a) [MULTIPLE] times Base Salary, paid [LUMP SUM/INSTALLMENTS];

(b) [PRORATED/TARGET] annual bonus;

(c) Company-paid COBRA premiums for [NUMBER] months, subject to eligibility; and

(d) equity treatment stated in the governing plan and award agreement: [TERMS].

4. Release Condition

Severance exceeding Accrued Obligations is conditioned on Executive signing and not revoking a separate release that preserves nonwaivable rights, government-agency communications, and post-signature claims. If Executive is at least age forty and ADEA claims are released, the waiver must satisfy 29 U.S.C. § 626(f), including written advice to consult counsel, additional consideration, at least twenty-one days to consider (or forty-five days for a qualifying group program with the required disclosures), and at least seven days to revoke.

5. Section 409A

Payments are intended to comply with or be exempt from 26 U.S.C. § 409A. If required for a specified employee of a publicly traded corporation, a payment triggered by separation from service shall be delayed for the statutory six-month period. No Party guarantees a particular tax result.

6. Change in Control

If a Change in Control is followed within [12] months by termination without Cause or resignation for Good Reason, Executive shall receive, instead of Section V.3: [CASH SEVERANCE, BONUS, BENEFITS, AND EQUITY TERMS]. Tax counsel must review any parachute-payment treatment before execution.

VI. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

1. Confidentiality and Trade Secrets

During and after employment, Executive shall not use or disclose Confidential Information except to perform duties, with Company authorization, or as permitted by law. Trade-secret rights and remedies remain subject to the Washington Uniform Trade Secrets Act, RCW ch. 19.108. This clause does not prohibit lawful competition or use of general skill and knowledge.

2. 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.

3. Work Product and Inventions

To the extent transferable, Executive assigns to the Company work product and inventions created within the scope of employment, resulting from work performed for the Company, using Company equipment, supplies, facilities, or trade-secret information, or relating directly to the Company’s business or actual or demonstrably anticipated research or development.

Washington invention notice required by RCW 49.44.140: This assignment does not apply to an invention for which no Company equipment, supplies, facilities, or trade-secret information was used and which was developed entirely on Executive’s own time, unless: (a) the invention relates directly to the Company’s business or to its actual or demonstrably anticipated research or development; or (b) the invention results from work performed by Executive for the Company.

Executive shall identify excluded pre-existing intellectual property in Schedule B.

VII. RESTRICTIVE COVENANTS

1. Washington 2027 Change in Law

Do not use a noncompetition covenant in an agreement entered into on or after June 30, 2027. Under 2026 Washington Laws chapter 149, all noncompetition covenants become void and unenforceable on June 30, 2027, regardless of when signed, and an employer may not enter into, attempt to enforce, threaten to enforce, or represent that a worker is subject to one after that date.

2. Optional Transitional Noncompetition Covenant—Delete Unless All Conditions Are Met

☐ Include only for an agreement entered into before June 30, 2027 after Washington counsel confirms compliance. Until the earlier of [6-12] months after termination or 11:59 p.m. Pacific time on June 29, 2027, Executive shall not perform services that are the same as or substantially similar to services Executive performed or supervised for the Company for [SPECIFIC COMPETITORS OR NARROWLY DEFINED COMPETING BUSINESS] within [NARROW AREA OF MATERIAL RESPONSIBILITY].

This optional covenant applies only if: (a) its complete terms were disclosed in writing no later than Executive’s initial oral or written acceptance of the employment offer, or the Company supplied independent consideration if entered after employment began; (b) Executive’s annualized earnings from the Company exceed the then-current RCW 49.62.020 threshold ($126,858.83 for 2026); and (c) if Executive is laid off, the Company pays Base Salary during enforcement, less compensation earned through later employment. The covenant must be adjudicated in Washington under Washington law and may not deprive Executive of RCW ch. 49.62 protections.

Employer disclosure record:

• Date complete covenant delivered: [DATE/TIME]
• Date initial offer accepted: [DATE/TIME]
• If after employment began, independent consideration: [DESCRIBE]
• Executive’s annualized earnings at execution: $[AMOUNT]

The Parties do not request a court or arbitrator to expand this covenant. Under RCW 49.62.080, reformation, rewriting, modification, or partial enforcement can trigger actual or statutory damages and Executive’s fees and costs against the party seeking enforcement.

3. Nonsolicitation

For no more than [6-12, MAXIMUM 18] months after termination, Executive shall not actively solicit:

(a) a Company employee to leave the Company; or

(b) a current customer to cease or reduce business with the Company, but only if Executive established or substantially developed a direct relationship with that customer through Executive’s work for the Company.

This clause does not prohibit accepting or transacting business, responding to an unsolicited inquiry, general advertising not targeted at covered persons, or lawful competition. Beginning June 30, 2027, Washington counsel may revise subsection (b) to cover a current or prospective customer, patient, or client shifting business away from the Company if Executive established or substantially developed a direct relationship through Company work; 2026 Washington Laws chapter 149 adds that narrower definition and an eighteen-month outside limit.

4. Non-Disparagement

The Parties shall not knowingly make false statements intended to materially harm the other’s reputation. Nothing prohibits Executive from disclosing or discussing conduct, or the existence of a settlement involving conduct, that Executive reasonably believes is illegal discrimination, harassment, retaliation, a wage-and-hour violation, sexual assault, or conduct against a clear mandate of public policy. Nothing restricts truthful testimony, legal process, government-agency communications, protected concerted activity, or any other nonwaivable right. RCW 49.44.211 permits protection of trade secrets and confidential information not involving illegal acts.

5. Injunctive Relief

A Party may seek temporary or permanent equitable relief for an actual or threatened breach where the legal standards for that relief are met. This clause does not presume irreparable harm, waive a required bond, authorize enforcement of a void covenant, or limit the remedies and fee rules in RCW 49.62.080.

VIII. INDEMNIFICATION AND INSURANCE

1. Indemnification

To the fullest extent permitted by the law governing the Company’s internal affairs and its organizational documents, the Company shall indemnify Executive for liabilities and reasonable expenses incurred because of service as an officer or director. If the Washington Business Corporation Act applies, indemnification and any limitations are governed by RCW 23B.08.500-.570; this Agreement does not require indemnification prohibited by those sections.

2. Advancement

If permitted by the governing corporate law and organizational documents, the Company shall advance reasonable defense expenses after Executive provides any written affirmation and repayment undertaking required by law. For a Washington corporation, RCW 23B.08.530 governs director advancement and RCW 23B.08.570 addresses officers who are not directors.

3. Insurance

The Company shall use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Executive on terms no less favorable than coverage for similarly situated senior executives, subject to policy terms and market availability.

IX. DISPUTE RESOLUTION

1. Governing Law

Washington law governs this Agreement without applying a conflicts rule that would select another jurisdiction’s law. A Washington-based worker’s noncompetition covenant must remain subject to Washington law and Washington adjudication under RCW 49.62.050.

2. Optional Arbitration—Choose One

☐ Arbitration selected. Except for claims that applicable law does not permit the Parties to arbitrate and provisional relief under Section VII.5, disputes arising from this Agreement or employment shall be resolved by one arbitrator under the AAA Employment Arbitration Rules in [COUNTY], Washington. The Company shall pay costs unique to arbitration to the extent required for enforceability. The arbitrator may award every remedy available in court. Judgment may be entered in a court with jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 2, governs to the extent applicable.

At the election of the person alleging conduct constituting a sexual-assault or sexual-harassment dispute, this predispute clause does not require arbitration of a case relating to that dispute under 9 U.S.C. §§ 401-402. A court, not an arbitrator, decides whether that federal election applies.

☐ Court selected. Disputes shall be brought in a Washington state or federal court with subject-matter and personal jurisdiction located in [COUNTY], Washington.

3. Statutory Rights and Fees

Nothing shortens a statutory limitations period, requires confidential treatment of information that law protects from nondisclosure, limits agency participation, or reduces a nonwaivable remedy. A court or arbitrator may award attorneys’ fees and costs where this Agreement or applicable law authorizes them, subject to any statute that gives an employee greater rights or prohibits fee shifting.

X. GENERAL PROVISIONS

1. Entire Agreement; Amendment

This Agreement and incorporated plans and award agreements are the complete agreement on their subjects. An amendment or waiver must be in a writing signed by the Party to be charged. A later noncompetition covenant requires the timing and independent-consideration rules in Section VII.2 while current law permits such a covenant.

2. Assignment

Executive may not assign personal duties. The Company may assign this Agreement to a successor that assumes the Company’s obligations in writing.

3. Severability; No Expansion

If a provision is unenforceable, the remainder remains effective to the extent it can operate independently. No decision-maker is asked to expand a restrictive covenant. The special consequences of reforming or partially enforcing a Washington noncompetition covenant remain governed by RCW 49.62.080.

4. Electronic Signatures

This Agreement may be signed in counterparts and electronically. Under RCW 1.80.060, a record or signature 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 chapter’s scope and other applicable law.

5. Notices

Notices must be in writing and delivered by personal delivery, certified mail, nationally recognized overnight courier, or email with confirmation of receipt to:

• Company: [NAME, TITLE, ADDRESS, EMAIL]
• Executive: [ADDRESS, EMAIL]

6. Headings; Construction

Headings are for convenience only. No presumption arises against a Party because that Party or counsel drafted a provision.

XI. EXECUTION

SCHEDULE A – SEPARATION RELEASE CHECKLIST

☐ Release covers only claims through the signature date and preserves nonwaivable rights, agency communications, and indemnification rights.

☐ Severance consideration exceeds all earned wages and other amounts already owed.

☐ RCW 49.44.211 carve-outs are stated; no prohibited nondisclosure or nondisparagement term is requested or enforced.

☐ For an Executive age forty or older releasing ADEA claims: plain-language written waiver; specific ADEA reference; written advice to consult counsel; at least twenty-one days to consider, or forty-five days with required group-program disclosures; and at least seven days to revoke.

☐ The DTSA notice in Section VI.2 is repeated or incorporated.

SCHEDULE B – PRE-EXISTING INTELLECTUAL PROPERTY

☐ None.

☐ Excluded items: [DESCRIBE WITH SUFFICIENT PARTICULARITY].

Sources and References

• Chapter 49.62 RCW — current and future noncompetition/nonsolicitation law
• 2026 Washington Laws chapter 149 — ESHB 1155, effective June 30, 2027
• Washington L&I — 2026 noncompetition earnings thresholds
• RCW 49.44.140 — employee invention assignments and notice
• RCW 49.44.211 — prohibited nondisclosure and nondisparagement provisions
• RCW 49.46.010 — Minimum Wage Act definitions and executive exemption
• RCW 49.46.210 — paid sick leave
• RCW 49.48.010 — final-pay timing and wage deductions
• RCW 49.52.050 — willful wage withholding
• RCW 49.52.070 — civil remedy for willful withholding
• Chapter 19.108 RCW — Washington Uniform Trade Secrets Act
• RCW 23B.08.500-.570 — indemnification and advancement
• RCW 1.80.060 — electronic records and signatures
• 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
• 15 U.S.C. § 78j-4 — recovery of erroneously awarded compensation
• 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