Executive Employment Contract

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the "Agreement") is made as of between Employer Name: , a legal entity organized under the laws of , with its principal place of business at (the "Employer"), and Executive Name: , residing at (the "Executive").

RECITALS

WHEREAS, Employer desires to employ Executive as an officer of Employer and to secure the services of Executive on the terms and conditions set forth herein; and

WHEREAS, Executive desires to accept such employment under the terms and conditions set forth in this Agreement and to devote Executive's best efforts to the performance of Executive's duties for Employer; and

WHEREAS, the parties intend by this Agreement to set forth the entire agreement between them with respect to the terms and conditions of Executive's employment.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. POSITION AND DUTIES

1.1 Title. Employer hereby employs Executive as . Executive shall report to the Board of Directors or such other officer as designated by the Board.

1.2 Duties and Best Efforts. Executive shall perform the duties customarily associated with the position and such other duties as reasonably assigned by Employer. Executive shall perform such duties faithfully, diligently and to the best of Executive's ability during normal business hours and such additional hours as required by the performance of Executive's duties.

1.3 Outside Activities. During the term of employment, Executive shall obtain the prior written consent of Employer before serving as an officer, director, consultant, or advisor to any business enterprise other than passive investments or service on non-profit boards that do not present a conflict of interest.

2. TERM

2.1 Term. The employment relationship shall commence on the Effective Date set forth above and shall continue until terminated pursuant to Section 8 of this Agreement.

2.2 At-Will Status. Employment is at-will unless otherwise stated in a separate written agreement signed by the Chief Executive Officer and Executive.

3. COMPENSATION

3.1 Base Salary. Employer shall pay Executive an initial base salary at an annual rate of $ , payable in accordance with Employer's payroll policies and subject to applicable withholding.

3.2 Annual Bonus. Executive shall be eligible to receive an annual bonus with a target of of base salary, subject to achievement of performance objectives established by the Board and paid at the Board's discretion. Any discretionary bonus shall be subject to clawback to the extent required by applicable law or Employer policy.

3.3 Equity. Employer may grant equity awards to Executive subject to the terms of Employer's equity plan and applicable award agreements. The general form and terms of any equity award (including vesting schedule) shall be evidenced in a separate written agreement.

4. BENEFITS AND EXPENSES

4.1 Benefits. Executive shall be eligible to participate in Employer's employee benefit plans on the same terms as similarly situated senior executives, subject to plan terms and Employer policies.

4.2 Business Expenses. Employer shall reimburse Executive for reasonable and documented business expenses incurred in the performance of duties, in accordance with Employer's expense reimbursement policies. Reimbursement shall require submission of appropriate documentation within a reasonable period.

5. CONFIDENTIAL INFORMATION

5.1 Definition. "Confidential Information" means proprietary, business, technical, financial or other non-public information disclosed by Employer or discovered by Executive in the course of employment, including trade secrets, customer lists, pricing, product plans and strategy.

5.2 Non-Disclosure. Executive shall not use or disclose Confidential Information for any purpose other than performing Executive's duties for Employer, unless required by law or with Employer's prior written consent. Executive shall take all reasonable measures to protect Confidential Information.

6. INVENTIONS AND INTELLECTUAL PROPERTY

6.1 Assignment. Executive agrees to disclose promptly and assign to Employer all inventions, improvements, discoveries and works of authorship conceived, made or reduced to practice by Executive during the term of employment that relate to Employer's business or result from the use of Employer's time, materials or Confidential Information.

6.2 Further Assurances. Executive shall, at Employer's expense, execute documents and take necessary actions to effectuate and confirm Employer's ownership of such intellectual property.

7. RESTRICTIVE COVENANTS

7.1 Non-Competition. During employment and for a period of months following termination for any reason, Executive shall not directly engage in any business in competition with Employer within , except as otherwise agreed in writing. The parties acknowledge this restriction is necessary to protect legitimate business interests.

7.2 Non-Solicitation. For a period of months following termination, Executive shall not solicit or induce employees, contractors or customers of Employer to terminate or reduce their relationship with Employer.

8. TERMINATION

8.1 Termination for Cause. Employer may terminate Executive's employment for Cause effective immediately upon written notice. "Cause" shall include, without limitation, (a) material breach of this Agreement, (b) willful misconduct or gross negligence in the performance of duties, (c) conviction of a felony or crime involving moral turpitude, or (d) material dishonesty or fraud.

8.2 Termination Without Cause. Employer may terminate Executive's employment without Cause upon written notice to Executive. In the event of a termination without Cause, Executive shall be entitled to those termination payments and benefits, if any, set forth in Section 9.

8.3 Termination by Executive for Good Reason. Executive may resign for Good Reason if Employer commits a material breach of this Agreement or reduces Executive's base salary or responsibilities materially without Executive's consent, provided Executive provides written notice and a reasonable cure period in accordance with Employer policy.

9. CHANGE IN CONTROL; SEVERANCE

9.1 Change in Control. If Executive's employment is terminated by Employer without Cause or by Executive for Good Reason within months following a Change in Control, Executive shall be entitled to the severance benefits described below, subject to Executive's execution of a general release of claims in favor of Employer.

9.2 Severance. Subject to the release referenced above, Executive shall receive a severance payment equal to and continuation of health benefits for months, or such greater amounts as may be required by applicable law or written agreement.

10. REMEDIES

10.1 Equitable Relief. Executive acknowledges that a breach of Sections 5, 6 or 7 may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Employer shall be entitled to injunctive relief and specific performance in addition to any other remedies available at law or in equity.

11. INDEMNIFICATION

Employer shall indemnify Executive to the fullest extent permitted by applicable law against liabilities and expenses reasonably incurred in connection with any action or proceeding arising out of Executive's performance of duties, subject to the terms of Employer's organizational documents and indemnification policies.

12. NOTICES

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. The parties consent to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising under this Agreement.

14. ENTIRE AGREEMENT

This Agreement, together with any written equity award agreements, benefit plan documents and executed addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral.

15. AMENDMENT

This Agreement may be amended only by a writing signed by both parties. No course of dealing or failure to enforce any provision shall constitute a waiver of that provision.

16. WAIVER

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable and the remainder of the Agreement shall remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall have the same effect as original signatures.

19. MISCELLANEOUS

Executive represents and warrants that Executive's execution and performance of this Agreement do not and will not conflict with any agreement or obligation to which Executive is a party or bound.

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