CFO Employment Contract

CFO EMPLOYMENT CONTRACT

Parties and Effective Date

This Employment Contract (the "Agreement") is made and entered into by and between Employer Name: with principal place of business at (the "Employer"), and Employee Name: (the "Employee").

Effective Date:

Personal Information

Position and Term

Title:   Department:

Reports to:   Work Location:

Start Date:

Employment Status

Employment Relationship: The employment is at-will, which means that either the Employer or the Employee may terminate the relationship at any time, with or without Cause and with or without prior notice, subject only to any express severance provisions set forth below.

I acknowledge and accept the at-will employment relationship:

Equal Employment Opportunity: The Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics defined by applicable law.

Compensation and Benefits

Business Expenses

The Employer will reimburse reasonable business expenses incurred in the performance of duties in accordance with Employer policy. Reimbursement requires submission of substantiating receipts and an expense report acceptable to the Employer.

Vacation and Leave

Annual vacation: . Vacation accrual, carryover, and paid time off policies are governed by Employer policy.

Confidentiality and Proprietary Rights

The Employee acknowledges a duty to protect confidential, proprietary, and trade secret information. The Employee agrees that all inventions, discoveries, improvements, designs, works of authorship, and know-how relating to the Employer's business that are conceived or reduced to practice during the period of employment and that relate to the Employer's business or use Employer resources ("Proprietary Developments") are the exclusive property of the Employer. The Employee hereby assigns and will assign to the Employer all rights, title and interest in such Proprietary Developments and agrees to execute documents necessary to effectuate such assignment.

Non-Competition and Non-Solicitation

During employment and for a period of following termination, the Employee will not, within the territory where the Employer conducts business, directly compete with the Employer or solicit the Employer's employees or clients for purposes competitive with the Employer, except as otherwise provided in a separate written agreement. If applicable law limits enforceability, the parties agree these covenants will be enforced to the maximum extent permitted.

Termination and Severance

Termination for Cause: The Employer may terminate for Cause immediately. "Cause" includes material breach of this Agreement, willful misconduct, fraud, gross negligence, conviction of a felony, or repeated failure to perform material duties.

Termination without Cause: If the Employer terminates the Employee's employment without Cause, the Employee will be entitled to the severance described as follows (if any):

Change of Control

In the event of a Change of Control, outstanding equity shall be treated in accordance with the Employer's equity plan and any grant agreement. For purposes of this Agreement, a "Change of Control" means a transaction or series of transactions that results in a sale of substantially all assets, a merger or acquisition resulting in a new controlling owner, or any other transaction in which more than 50% of the voting power is transferred.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified in the Employer's principal place of business, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county of the Employer's principal place of business, except that either party may seek injunctive relief in a court of competent jurisdiction to protect Proprietary Developments or confidential information.

Indemnification

To the extent permitted by law, the Employer will indemnify and hold the Employee harmless from and against claims arising out of actions taken in good faith in the performance of the Employee's duties, and will provide defense and advancement of expenses consistent with the Employer's director and officer indemnification policies.

Notices

Background and References

The Employee authorizes the Employer to verify employment history, education, professional references, and to obtain background checks, including criminal background and credit history where permitted by law. Consent to background checks and reference checks:

Employment History

Education

Professional References

Employee Certification and Authorizations

I certify that the information provided in this Agreement and accompanying attachments is true and complete to the best of my knowledge. I authorize the Employer to contact my prior employers and references and to obtain background reports. I understand that falsification of material information is grounds for termination.

Certification:

Miscellaneous

Entire Agreement: This Agreement, together with any equity award agreements and written Employer policies incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Any amendment must be in writing and signed by both parties.

Severability: If any provision is found unenforceable, the remaining provisions will remain in full force and effect, and the parties will endeavor in good faith to replace the unenforceable provision with a valid provision that most nearly approximates the parties' intent.

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