Executive Council Employment Agreement

EXECUTIVE COUNCIL EMPLOYMENT AGREEMENT

Recitals

This Executive Council Employment Agreement (the Agreement) is made and entered into as of by and between Employer Name: and Executive Name: .

Personal Information & Notices

Position, Duties, and Term

Position Title:   Department:   Reporting Manager:

Start Date:   This Agreement shall commence on the Start Date and shall continue until terminated in accordance with the Termination provisions below.

Compensation and Benefits

Base Annual Salary: $   Pay Frequency:

All compensation is subject to required tax withholdings. Employer reserves the right to revise benefits in accordance with plan terms and applicable law.

Employment History (Most Recent)

Employment History (Prior)

Education

References

Confidentiality; Proprietary Rights; Assignment of Inventions

Executive acknowledges that in the course of employment Executive will receive confidential and proprietary information. Executive agrees that all inventions, discoveries, developments and improvements conceived, developed or reduced to practice by Executive during the term of employment that relate to Employer's business or actual or demonstrably anticipated research and development shall be disclosed to and are the sole property of Employer. Executive will execute such assignments and documents as Employer reasonably requests to effectuate ownership and protection of such proprietary rights.

Restrictive Covenants

During the term of employment and for a period of months following termination, Executive shall not directly or indirectly compete with the Employer within the geographic area where Executive materially performed duties for Employer, nor solicit Employer's employees or clients for the purpose of providing competing services. These restrictions shall be enforced to the maximum extent permitted by applicable law and shall be deemed reasonable for the protection of Employer's legitimate business interests.

Termination; Severance

Termination for Cause: Employer may terminate Executive immediately for Cause. "Cause" includes material breach of this Agreement, willful misconduct, gross negligence, conviction of a felony, or sustained failure to perform duties after written notice and a reasonable opportunity to cure where capable of cure.

Termination without Cause: Employer may terminate Executive without Cause upon providing notice in accordance with this Agreement. If terminated without Cause, Executive shall be entitled to severance in the amount set forth below, subject to Executive's execution of a release of claims in form reasonably acceptable to Employer.

Indemnification; Remedies; Withholding

Employer will indemnify Executive against liabilities reasonably incurred in the performance of duties to the extent permitted by Employer's organizational documents and applicable law. Executive acknowledges that Employer may withhold applicable payroll taxes and other legally required withholdings from amounts payable.

Governing Law; Venue; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or related to this Agreement shall be brought in the state or federal courts located in that State. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

At-Will Employment; Equal Opportunity

Unless expressly stated otherwise in a separate written agreement signed by an authorized officer of Employer, Executive's employment is at-will and either party may terminate the employment relationship at any time, with or without Cause or advance notice, subject to any severance or other post-termination obligations specified in this Agreement.

Employer is an equal opportunity employer. Employer does not unlawfully discriminate on the basis of race, color, religion, sex, national origin, age, disability, veteran status, or other protected characteristics under applicable law.

I acknowledge and agree that my employment is at-will and that I have read and understand the Equal Opportunity statement above.

Background Check & Authorization

Executive authorizes Employer to obtain consumer reports, background checks, drug screening results, and to contact prior employers and references to verify the information provided and to assess suitability for employment. Executive further authorizes prior employers and references to disclose employment-related information to Employer.

I authorize background checks and contact of prior employers and references as described above.

Applicant Certification

I certify that the information provided in this Agreement and any accompanying application materials is true, complete, and correct to the best of my knowledge. I understand that material misrepresentation or omission may be grounds for termination or rescission of this Agreement.

I certify that the information provided is true and complete.

Notices

Entire Agreement; Amendment; Assignment

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties. Executive may not assign this Agreement. Employer may assign to a successor in connection with a merger, sale of assets, or change in control, provided assignments do not materially diminish Executive's rights without Executive's consent.

Acknowledgment

Executive acknowledges receipt of a copy of this Agreement and agrees to be bound by its terms. Executive further acknowledges that Executive has had the opportunity to consult with independent counsel prior to execution.

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