Legal COMP Package Agreement

LEGAL COMP PACKAGE AGREEMENT

This Legal COMP Package Agreement (the "Agreement") is made as of by and between Employer Name: , a business with principal place of business at (the "Employer"), and Recipient Name: , residing at (the "Recipient").

RECITALS

WHEREAS, Employer engages Recipient to provide services and/or perform duties for Employer pursuant to the terms of any underlying engagement arrangement; and

WHEREAS, Employer desires to set forth the material terms of compensation, benefits, equity grants and related policies applicable to Recipient during the term of Recipient's service; and

WHEREAS, Recipient accepts the compensation package and agrees to the terms and conditions set forth in this Agreement as consideration for services and other obligations described herein.

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

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the following meanings: "Base Salary" means the annualized cash salary set forth in Section 2.1 below; "Bonus" means any discretionary or formulaic cash incentive subject to Section 2.2; "Equity Award" means any stock, option or other equity-based award described in Section 2.3; and "Cause" and "Good Reason" shall have the meanings set forth in Section 5.1.

2. COMPENSATION

2.1 Base Salary

Employer shall pay Recipient the Base Salary in regular payroll installments in accordance with Employer's payroll practices and subject to applicable tax withholdings and deductions.

2.2 Bonus

Any Bonus is subject to attainment of performance metrics and is payable at Employer's discretion only if conditions stated in the Bonus Target and Terms are satisfied. Bonuses are earned only when payable under the terms of this Agreement and Employer's applicable bonus plan.

2.3 Equity Awards

Any Equity Award will be evidenced by an award agreement and plan documents that govern the grant; to the extent of any inconsistency, the plan and award agreement control. Recipient acknowledges that Equity Awards are subject to time-based or performance-based vesting as specified in the award documentation.

3. VESTING, ACCELERATION AND FORFEITURE

Vesting of Equity Awards shall be as set forth in the applicable award agreement. Unless otherwise provided, unvested Equity Awards are forfeited upon termination of Recipient's service. Notwithstanding the foregoing, acceleration of vesting on termination or change in control shall apply only if expressly provided in the award agreement or in a written addendum executed by Employer.

4. PAYMENT TERMS; EXPENSES

Recipient shall be reimbursed for reasonable business expenses incurred in the performance of duties in accordance with Employer's expense reimbursement policy and upon submission of appropriate documentation.

5. TERMINATION; EFFECT ON COMPENSATION

5.1 Termination for Cause or Without Cause. Employer may terminate Recipient's service for Cause at any time. Employer may terminate Recipient's service without Cause upon notice. Termination for Cause shall be determined in good faith based on substantial grounds including material breach, willful misconduct, fraud, or gross negligence.

5.2 Effect on Pay. Upon termination, Employer shall pay any earned but unpaid Base Salary through the date of termination and any vested equity or accrued benefits as required by law or plan terms. Except as otherwise required by a written award agreement or law, unvested Equity Awards and unpaid contingent Bonuses shall be forfeited upon termination.

6. TAXES; WITHHOLDING

Employer shall withhold applicable federal, state and local taxes from any taxable compensation paid to Recipient. Recipient is responsible for all income and employment taxes arising from compensation and Equity Awards; Recipient agrees to execute documents and take actions reasonably required to satisfy tax withholding and reporting obligations.

7. CONFIDENTIALITY; INTELLECTUAL PROPERTY

7.1 Confidential Information. Recipient shall maintain in confidence all non-public information and trade secrets of Employer and shall not disclose or use such Confidential Information except as necessary to perform duties for Employer. Recipient's confidentiality obligations survive termination for a period of three (3) years or longer if required by applicable law or written agreement.

7.2 Intellectual Property Assignment. To the extent permitted by law, Recipient assigns to Employer all rights, title and interest in inventions, works of authorship and other intellectual property conceived or developed by Recipient in the course of performing duties for Employer. Recipient agrees to execute documents and take actions reasonably required to effectuate such assignment.

8. RESTRICTIVE COVENANTS

8.1 Non-Solicitation. During Recipient's service and for a period of months thereafter, Recipient will not knowingly solicit Employer's employees or customers for a competing business.

8.2 Scope and Enforcement. The parties agree that the limitations set forth in this Section 8 are reasonable in duration and scope. If any court determines that any restriction is unenforceable in whole or part, the parties consent to modification of such restriction to the maximum extent enforceable.

9. INDEMNIFICATION

Employer shall indemnify Recipient against liabilities and expenses arising out of acts or omissions taken in good faith on behalf of Employer, to the extent permitted under Employer's organizational documents and applicable law. Recipient shall cooperate in the defense of any claim for which indemnification is sought.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth below or to such other address as a party may designate in writing.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in enforcing any right will operate as a waiver of that right.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to principles of conflicts of law. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by the courts located in the jurisdiction stated below unless the parties agree in writing to alternative dispute resolution.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any applicable award agreements and Employer policies expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

14. ASSIGNMENT; BINDING EFFECT

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Recipient may not assign rights or obligations under this Agreement without Employer's prior written consent.

15. COUNTERPARTS

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. Signatures transmitted by electronic means shall be deemed originals.

16. REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the party.

NOTICES OF ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms of this Agreement.

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