Director Employment Contract

DIRECTOR EMPLOYMENT CONTRACT

This Director Employment Contract (the Agreement) is made effective as of by and between Employer Name: with principal place of business at (Employer), and Director Name: of (Director).

1. POSITION AND DUTIES

Employer hereby employs Director as in the Department of , reporting to . Director shall perform the duties and responsibilities customary to the position and such other duties as reasonably assigned by Employer.

Work location: . Employment is expected to be full-time and exclusive unless otherwise agreed in writing.

2. TERM; AT-WILL EMPLOYMENT; TERMINATION

Start date: . Unless otherwise provided herein, Director's employment is at-will, which means either Employer or Director may terminate the employment relationship at any time, with or without Cause and with or without prior notice.

For purposes of this Agreement, "Cause" means (a) willful and material breach of this Agreement or Employer policies; (b) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (c) willful misconduct or gross negligence in the performance of duties; or (d) material violation of written Employer policies after notice and opportunity to cure where applicable.

If Employer terminates Director's employment without Cause, Employer shall provide written notice or pay in lieu thereof. Any severance payable is governed by Section 3.4 below and any applicable written severance plan.

3. COMPENSATION AND BENEFITS

Employer shall pay Director a base annual salary of $ payable in accordance with Employer's regular payroll practices.

Director shall be eligible to participate in Employer's discretionary annual bonus program with a target bonus equal to of base salary, subject to program terms and Board approval.

Director may be eligible for equity awards under Employer's equity plan as determined by the Board. Director will be eligible to participate in Employer benefit plans on the same terms as similarly situated senior executives, subject to plan documents and applicable waiting periods.

Director shall be entitled to of paid vacation annually, accrued and used in accordance with Employer policy.

4. CONFIDENTIALITY; INTELLECTUAL PROPERTY

Director acknowledges that in the course of employment Director will have access to confidential and proprietary information. Director shall not disclose or use such Confidential Information except as required to perform duties for Employer. "Confidential Information" includes trade secrets, customer lists, business plans, financial information, and other non-public information.

Director agrees to assign and hereby assigns to Employer all right, title and interest in and to inventions, discoveries, developments, improvements, and works of authorship conceived or made by Director during the term of employment that relate to Employer's business or result from Director's use of Employer resources, subject to applicable law.

5. RESTRICTIVE COVENANTS

For the protection of Employer's legitimate business interests, and subject to applicable law, Director agrees that during employment and for a period of following termination, Director shall not (i) compete with Employer within the geographic area in which Employer conducts business, or (ii) solicit Employer's employees or clients for a competing business. These restrictions are reasonable and necessary to protect Employer's goodwill and confidential information.

Director shall not, during employment and for after termination, directly or indirectly solicit or hire employees or contractors of Employer or induce customers to cease doing business with Employer.

6. EXPENSES AND REIMBURSEMENT

Employer will reimburse reasonable business expenses incurred by Director in the performance of duties, in accordance with Employer's expense reimbursement policies and upon presentation of satisfactory documentation.

7. REPRESENTATIONS; BACKGROUND CHECK AUTHORIZATION

Director represents and warrants that all information provided to Employer is true, complete and accurate. Director authorizes Employer to verify information provided and to obtain background checks, reference checks, credit reports (where permitted by law), and employment verifications as necessary for the employment relationship.

I authorize Employer to contact my prior employers, educational institutions, references, and to obtain investigative and background reports as permitted by law.

8. CONFLICT OF INTEREST; OUTSIDE ACTIVITIES

Director agrees not to engage in outside employment, consulting, or business activities that create a conflict of interest with Director's obligations to Employer. Director shall disclose any potential conflicts to Employer promptly in writing.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state identified in the Notices section below, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration under the rules selected by the parties, except that either party may seek equitable relief in a court of competent jurisdiction where necessary to protect confidential information or intellectual property.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below by certified mail, overnight courier, or personal delivery.

11. MISCELLANEOUS

This Agreement, together with any equity or severance agreements expressly incorporated herein in writing, constitutes the entire agreement between the parties and supersedes all prior agreements. This Agreement may be amended only by a written instrument executed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

12. EMPLOYMENT HISTORY

Prior Employer 1

Prior Employer 2

13. EDUCATION

14. PROFESSIONAL REFERENCES

Reference 1

Reference 2

Reference 3

15. LEGAL DISCLOSURES

At-Will Employment: Director acknowledges that, except as set forth in a separate written agreement signed by an authorized officer of Employer, Director's employment is at-will and may be terminated at any time by either party.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to an individual's protected status under applicable law.

16. APPLICANT CERTIFICATION

I certify that the information provided in connection with this Agreement and any attachments is true and complete to the best of my knowledge. I understand that material misrepresentations or omissions may constitute grounds for immediate termination of employment.

I authorize Employer to contact previous employers and references and to conduct background investigations as described above. I agree to execute such additional documents as may be necessary to evidence the assignments and confidentiality obligations set forth herein.

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