Employment CEO Contract

EMPLOYMENT AGREEMENT — CHIEF EXECUTIVE OFFICER

This Employment Agreement (the Agreement) is entered into as of (Effective Date), by and between (Employer), with principal executive offices at and (Executive), residing at .

1. Position and Duties

Employer hereby employs Executive as Chief Executive Officer. Executive shall have the duties, responsibilities and authority customary to the position of Chief Executive Officer and such additional duties as the Board of Directors may reasonably assign. Executive shall report to and shall principally perform services at Employer's principal executive offices, subject to reasonable travel as required by the business.

2. Term

The term of Executive's employment under this Agreement shall commence on and shall continue for an initial period of months unless earlier terminated pursuant to Section 6. Thereafter the Agreement shall renew or extend only as provided by written agreement executed by both parties.

3. Compensation and Benefits

4. Expenses and Relocation

Employer shall reimburse Executive for all reasonable business expenses incurred in performance of duties in accordance with Employer's expense reimbursement policies. Relocation assistance is provided not provided. If provided, terms are:

5. Confidentiality, Intellectual Property and Inventions

Executive acknowledges and agrees that Executive will have access to confidential and proprietary information. Executive shall comply with and be bound by Employer's standard confidentiality and invention assignment agreement. Executive hereby assigns to Employer any rights to any inventions or works developed in the scope of employment, except to the extent prohibited by applicable law.

6. Termination and Severance

This Agreement may be terminated: (a) by Employer for Cause; (b) by Employer without Cause upon written notice; (c) by Executive for Good Reason upon written notice and opportunity to cure; or (d) by either party upon resignation or retirement. If Executive is terminated by Employer without Cause or resigns for Good Reason, Executive shall be entitled to the severance benefits set forth below, subject to Executive's execution of a general release of claims and compliance with post-employment obligations.

7. Non-Competition and Non-Solicitation

During employment and for a period of months following termination (subject to applicable law), Executive shall not engage in competitive activities in the geographic area where Employer conducts business as of the date of termination. Executive agrees not to solicit Employer's employees or customers for a period of months following termination.

8. Indemnification and Liability

Employer shall indemnify Executive to the fullest extent permitted by law for liabilities incurred in the performance of duties as an officer of Employer, subject to applicable limitations and procedures in Employer's governing documents and indemnification policies.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state selected by Employer for governing law: . Any dispute arising under this Agreement shall be resolved by arbitration or judicial proceedings as agreed by the parties in the execution of a separate arbitration agreement or as required by Employer policy.

10. Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party. Notices shall be effective upon receipt.

11. Acknowledgements and Authorizations

Executive acknowledges receipt of a copy of Employer's policies and agrees to comply with them. Executive authorizes Employer to obtain background checks, employment and education verifications, credit reports as permitted by law, and to contact Executive's prior employers and references.

12. Personal Information (Executive)

13. Employment History (Most Recent)

14. Employment History (Prior)

15. Education

16. Professional References

17. Legal Disclosures

At-Will Employment Statement: Except as specifically provided in this Agreement with respect to the Term and severance provisions, nothing in this Agreement shall be construed to alter the at-will nature of Executive's employment except where a definite term is expressly set forth herein.

Equal Opportunity Statement: Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, disability, age or any other status protected by applicable law.

18. Executive Certification and Acknowledgment

I certify that the information I have provided in this Agreement and accompanying materials is true, complete and correct to the best of my knowledge. I authorize Employer to verify any information provided and to make inquiries into my background as necessary to evaluate or administer my employment.

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