Director Employment Offer Letter

DIRECTOR EMPLOYMENT OFFER LETTER

This Director Employment Offer Letter (the Agreement) is made effective as of the day of , by and between Company Name: , a corporation with its principal place of business at (Company), and Director Name: , residing at (Director).

RECITALS

WHEREAS, the Company desires to employ the Director to serve as a member of the Company's executive management team and to perform the duties described herein; and

WHEREAS, the Director has the experience and qualifications to perform such services and is willing to accept employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them with respect to the Director's employment.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. POSITION AND DUTIES

1.1 Appointment. The Company hereby employs the Director in the capacity of . The Director shall report to the Board of Directors or such other individual as the Board may designate and shall perform the duties customarily associated with that position and such other duties as the Board reasonably assigns from time to time.

1.2 Best Efforts; Full-Time. The Director agrees to devote substantially all of the Director's business time, attention, and best efforts to the performance of the Director's duties hereunder, subject to permitted absences for vacation and other approved leaves.

2. TERM

2.1 Commencement. The Director's employment under this Agreement will commence on (Start Date), and will continue until terminated pursuant to Section 8 of this Agreement.

3. COMPENSATION

3.1 Payment. The Company will pay the Director an annual base salary at the rate specified above, payable in accordance with the Company's normal payroll practices and subject to applicable withholding and deductions.

4. INCENTIVE COMPENSATION

4.1 Bonus Opportunity. The Director shall be eligible to participate in the Company's annual incentive bonus program. Any target bonus, actual award and performance measures shall be determined in the Board's sole discretion. Target bonus:

5. EQUITY

5.1 Equity Grant. The Director shall be eligible to receive an equity grant, the terms of which shall be set forth in a separate award agreement and in accordance with the Company's equity incentive plan. Description of proposed grant:

5.2 Vesting. Any equity award shall vest according to the schedule set forth in the applicable award agreement. The Director acknowledges that equity awards are subject to clawback, forfeiture, and the terms of the plan and award agreement.

6. BENEFITS AND VACATION

6.1 Benefits. During employment, the Director shall be eligible to participate in such employee benefit plans as the Company may make available to senior executives from time to time, subject to plan terms and any applicable waiting periods.

7. CONFIDENTIALITY; ASSIGNMENT OF INVENTIONS

7.1 Confidential Information. The Director acknowledges that in the course of employment the Director will receive or have access to proprietary and confidential information of the Company and its affiliates. The Director shall not, during employment or at any time thereafter, disclose or use any Confidential Information except as required in the performance of the Director's duties for the Company. Confidential Information includes, without limitation, trade secrets, financial information, business plans, customer lists, and technical data.

7.2 Inventions. The Director agrees to promptly disclose and assign to the Company all inventions, discoveries, improvements, and works of authorship conceived or reduced to practice by the Director during the term of employment that relate to the Company's business or arise from the Director's use of Company resources, to the extent enforceable under applicable law.

8. RESTRICTIVE COVENANTS

8.1 Non-Competition. During employment and for a period of months following termination for any reason, the Director shall not engage directly in a business that is competitive with the Company within provided this restriction is limited to activities materially similar to those performed by the Director for the Company and to the extent enforceable under applicable law.

8.2 Non-Solicitation. During employment and for a period of months after termination, the Director shall not solicit or induce any employee, consultant, or customer of the Company to terminate or diminish their relationship with the Company.

9. TERMINATION; SEVERANCE

9.1 Termination. The Director's employment may be terminated by the Company for Cause, by the Company without Cause, or by the Director for any reason upon written notice to the Company. "Cause" shall include gross negligence, willful misconduct, material breach of this Agreement, fraud, or a felony conviction.

9.2 Severance. If the Company terminates the Director's employment without Cause, the Director shall be entitled to receive a severance payment equal to months of the Director's base salary, subject to the Director's execution of a full and irrevocable release of claims in favor of the Company in a form provided by the Company. Payment shall be made in a lump sum or in installments as required by applicable law.

10. RETURN OF COMPANY PROPERTY

Upon termination of employment for any reason, the Director shall promptly return all Company property, documents, and Confidential Information in the Director's possession or control.

11. NOTICES

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

12. TAXES

All amounts payable under this Agreement shall be subject to applicable federal, state, and local withholding and payroll taxes. The Director shall be responsible for payment of all personal income taxes arising from compensation paid under this Agreement.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that State, and the parties consent to the exclusive jurisdiction and venue of such courts.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any separate award agreements and Company benefit plan documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent to the greatest extent permitted by law.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. ACCEPTANCE

To accept this offer, the Director must sign and date this letter where indicated below and return a fully executed copy to the Company within days of receipt. This offer will be null and void if not accepted within such period.

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