Employee Stay Bonus

EMPLOYEE STAY BONUS AGREEMENT

This Employee Stay Bonus Agreement ("Agreement") is made and entered into by and between Employer Name: and Employee Name: effective as of Effective Date: .

Personal Information

Position Information

Employment History

Employer 1 — Company Name

Employer 2 — Company Name

Education

References

Stay Bonus Terms

1. Bonus Purpose and Eligibility. Employer agrees to pay Employee a stay bonus subject to the terms below if Employee remains continuously employed through the Target Date and otherwise satisfies the conditions of this Agreement. The stay bonus is intended as an incentive and is not part of base salary unless expressly stated.

2. Conditions for Payment. Payment of the stay bonus is conditioned upon: (a) Employee's continuous employment through the Target Date; (b) Employee not being terminated for Cause prior to the Target Date; (c) Employee's compliance with Employer policies and the confidentiality, invention assignment and non-solicitation provisions set forth below; and (d) timely execution by Employee of any additional documentation reasonably required by Employer.

3. Forfeiture and Clawback. If Employee voluntarily resigns prior to the Target Date or is terminated for Cause before payment, Employee shall forfeit the stay bonus. If Employee's employment terminates within Clawback Period following payment for any reason specified below, Employee shall repay the Clawback Amount to Employer in accordance with the repayment schedule below.

4. Taxes and Withholding. The stay bonus is subject to all applicable wage withholdings and payroll taxes. Employer will withhold amounts required by law and will report the payment in accordance with applicable tax reporting requirements.

I acknowledge that applicable federal, state and local taxes will be withheld from bonus payments.

5. No Right to Continued Employment. Nothing in this Agreement confers any right to continued employment. Employment remains at-will unless otherwise provided in a separate written agreement signed by an authorized representative of Employer.

Confidentiality, Inventions, and Non-Solicitation

6. Confidentiality. Employee acknowledges that protection of Employer's confidential and proprietary information is critical. Employee shall not disclose confidential information during or after employment except as required by law or authorized in writing by Employer.

7. Inventions and Assignments. Employee agrees to assign to Employer all inventions, discoveries and work product developed during employment to the extent required by applicable law and Employer policy.

8. Non-Solicitation. For a period of Non-Solicit Period following termination, Employee shall not solicit Employer's employees or clients in a manner that harms Employer's legitimate business interests.

Legal Disclosures and Acknowledgments

At-Will Employment. Employee acknowledges that employment is at-will and may be terminated by either party at any time, with or without cause, except as explicitly stated in a separate written agreement signed by Employer's authorized representative.

Equal Opportunity. Employer is an equal opportunity employer. All employment decisions are made without regard to legally protected characteristics.

I acknowledge receipt and understanding of the At-Will Employment statement.

I acknowledge receipt and understanding of the Equal Opportunity statement.

Background and References Authorization

Employee authorizes Employer to contact prior employers and references and to conduct background checks, credit checks where job-related, and verification of education and credentials. This authorization survives termination of employment to the extent permitted by law.

I authorize Employer to obtain employment and background information as described above.

Miscellaneous Provisions

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state indicated by Employer. Parties submit to the exclusive jurisdiction of courts located in that state for resolution of disputes, unless otherwise required by applicable law.

Severability; Entire Agreement; Amendment. If any provision is held invalid, the remainder remains in effect. This Agreement constitutes the entire agreement regarding the stay bonus and supersedes prior understandings. Any amendment must be in writing and signed by both parties.

Employee Certification

I certify that all information I have provided in this Agreement and accompanying documentation is true and complete to the best of my knowledge. I understand that falsification may result in forfeiture of the stay bonus and disciplinary action up to and including termination.

I certify that the information provided is true and complete.

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