Manager Employment Contract

MANAGER EMPLOYMENT CONTRACT

This Manager Employment Contract (the "Agreement") is entered into as of Effective Date: by and between Employer Name: with principal place of business at (hereinafter "Employer"), and Manager Name: residing at (hereinafter "Manager"). Employer and Manager are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Employer is engaged in the business of providing services in its field and requires experienced managerial leadership to oversee operations; and

WHEREAS, Manager has represented that Manager possesses the qualifications, experience and ability to perform managerial duties described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions of Manager's employment, including compensation, duties, confidentiality and post-termination obligations.

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

1. EMPLOYMENT; TITLE

1.1 Position. Employer hereby employs Manager as reporting to . Manager accepts such employment and agrees to perform the duties and responsibilities described in this Agreement and any written job description provided by Employer.

1.2 Exclusive Services. During the Term, Manager shall devote Manager's best efforts and substantially all of Manager's business time to the performance of Manager's duties for Employer, subject to permitted vacation and leaves provided herein.

2. TERM

2.1 Term. The term of employment under this Agreement (the "Term") shall commence on Start Date: and shall continue until terminated in accordance with Section 7.

3. DUTIES AND JOB DESCRIPTION

3.1 Duties. Manager shall perform responsibilities customarily associated with Manager's title and such other duties as may be assigned from time to time by Employer. Manager shall follow Employer policies and lawful directives.

4. COMPENSATION AND BENEFITS

4.1 Base Salary. Employer shall pay Manager a base salary at the annual rate of $ payable in accordance with Employer's regular payroll practices. Salary is subject to applicable withholdings and deductions.

4.2 Bonus. Manager shall be eligible to receive an annual bonus in the amount and based on the criteria determined by Employer in its discretion. Bonus terms (if any) shall be set forth in writing and are subject to clawback for material breach.

4.3 Benefits. Manager shall be eligible to participate in Employer's benefit plans in accordance with plan terms and Employer policy. Participation, coverage and eligibility are governed by plan documents.

4.4 Business Expenses. Employer shall reimburse Manager for reasonable business expenses incurred in the performance of duties upon submission of appropriate documentation and in accordance with Employer's expense reimbursement policy. Expense reimbursement limit:

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1 Confidential Information. Manager acknowledges that in the course of employment Manager will have access to Confidential Information, which includes trade secrets, customer lists, pricing, financial data, business plans, product designs and other non-public information. Manager shall not disclose or use any Confidential Information except as required in the performance of Manager's duties.

5.2 Inventions. Manager hereby assigns to Employer all right, title and interest in any inventions, improvements, discoveries, works of authorship and other proprietary developments created or reduced to practice by Manager during the Term that relate to Employer's business or result from use of Employer resources. Manager agrees to execute documents necessary to effect such assignment.

6. RESTRICTIVE COVENANTS

6.1 Non-Compete. During the Term and for a period of following termination of employment for any reason, Manager shall not, within the geographic area of , directly engage in or materially assist any business that competes with Employer's principal business as conducted during the Term. This restriction shall be construed narrowly to the extent necessary for enforceability.

6.2 Non-Solicitation. For a period of after termination, Manager shall not solicit Employer's employees, contractors or customers for purposes of diverting business or inducing them to terminate their relationship with Employer.

7. TERMINATION

7.1 Termination by Employer for Cause. Employer may terminate Manager for Cause immediately upon written notice. "Cause" shall include material breach of this Agreement, willful misconduct, fraud, gross negligence, conviction of a felony, or persistent failure to perform duties after written notice and opportunity to cure where cure is feasible.

7.2 Termination by Employer Without Cause. Employer may terminate Manager's employment without Cause upon written notice. In the event of termination without Cause, Manager shall be entitled to any accrued but unpaid Base Salary through the termination date and any benefits required by law, and, subject to Section 8, severance as set forth therein.

7.3 Termination by Manager. Manager may terminate employment upon prior written notice to Employer. Manager shall cooperate with a reasonable transition of duties.

7.4 Death or Disability. This Agreement shall terminate upon Manager's death. If Manager is unable to perform Manager's material duties for a continuous period of due to disability, Employer may terminate this Agreement upon written notice.

8. SEVERANCE

8.1 Severance Payment. If Employer terminates Manager without Cause, and Manager executes a release of claims reasonably satisfactory to Employer within the time required, Manager shall be eligible to receive severance in the gross amount equal to of Base Salary, payable in a lump sum or in accordance with Employer's payroll practices as specified by Employer.

8.2 Conditions. Severance is conditioned upon Manager's compliance with the terms of this Agreement, including return of property and execution of the release referenced above.

9. RETURN OF PROPERTY

9.1 Upon termination, Manager shall immediately return all Employer property, including documents, records, laptops, keys, access cards and all Confidential Information in Manager's possession. Manager shall certify in writing that Manager has complied with this obligation upon Employer's request.

10. INDEMNIFICATION

Employer shall indemnify and hold Manager harmless from and against liabilities, claims, losses and expenses reasonably incurred by Manager in connection with actions taken in good faith in the performance of Manager's duties, to the fullest extent permitted by applicable law and Employer's governing documents.

11. NOTICES

11.1 Delivery. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below or to such other address as a Party designates by written notice.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

13. ENTIRE AGREEMENT

This Agreement, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of a Party to enforce any provision shall not constitute a waiver of that Party's rights.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

16. ASSIGNMENT

Manager may not assign or delegate Manager's rights or obligations under this Agreement without Employer's prior written consent. Employer may assign this Agreement to a successor in interest in connection with a merger, sale of substantially all assets or similar transaction, provided that the successor assumes Employer's obligations hereunder.

17. 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 delivered by electronic means shall be effective as originals.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. All obligations that by their nature extend beyond termination shall survive termination to the extent necessary to give effect to their meaning.

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