Non-Award Employment Agreement

NON-AWARD EMPLOYMENT AGREEMENT

Parties and Effective Date

This Non-Award Employment Agreement (the Agreement) is entered into as of by and between Company Name: (the Company) and Employee: .

Personal Information

Position Information

Employment History (Most Recent)

Dates Employed: From To

Employment History (Previous)

Dates Employed: From To

Education

References

Material Terms and Conditions

1. Employment Status. Employee shall be employed in the position specified above and shall perform duties commensurate with that position. Employment is subject to the At-Will Employment provision set forth below.

2. Non-Award Provision. Employee acknowledges and agrees that, unless expressly granted in a separate written award agreement signed by an authorized officer of the Company, Employee is not eligible to receive equity awards, stock options, discretionary long-term incentive awards, or any other form of equity-based compensation or performance award (collectively, Awards). Any Awards granted contrary to this Agreement shall be void unless approved in a written instrument executed by the Company's Chief Executive Officer or Chief Human Resources Officer.

3. Compensation and Benefits. Employee's salary will be as set forth above and subject to standard payroll deductions and tax withholdings. Employee may be eligible for benefits in accordance with Company policies; eligibility, terms and continuation of benefits are governed by the applicable plan documents and Company policies and are subject to change.

4. Confidential Information and Trade Secrets. Employee shall hold in strict confidence and not use or disclose any Confidential Information of the Company except as required in the course of employment. Confidential Information includes but is not limited to business plans, customer lists, pricing, processes, formulas, designs, software, and other proprietary information. This obligation survives termination of employment.

5. Inventions and Work Product. Employee agrees to promptly disclose and assign to the Company all inventions, discoveries, improvements, and works of authorship developed during employment that relate to the Company's business or were created using Company resources. Employee will execute assignments and take such further actions as reasonably required to effectuate the foregoing.

6. Non-Solicitation. During employment and for a period of twelve (12) months following separation, Employee will not solicit the Company's employees or active customers for purposes competitive with the Company. Remedies for breach include injunctive relief and damages.

7. Termination. Either party may terminate the employment relationship at any time, with or without cause, subject to any applicable notice or severance provisions set forth in a separate written agreement. Termination does not relieve Employee of obligations regarding confidentiality, inventions, or return of Company property.

8. Return of Property. Upon termination, Employee will immediately return all Company property, including documents, equipment and electronic devices, and will certify in writing that all such property has been returned.

9. Compliance with Policies. Employee agrees to comply with all lawful Company policies and procedures, including those addressing conflicts of interest, data protection, and workplace conduct.

10. Taxes; Withholding. Employee is responsible for all taxes on compensation and benefits. The Company may withhold from payments any amounts required by law.

11. 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 rules.

12. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. Entire Agreement. This Agreement, together with any written offer letter or separate executed award agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Legal Disclosures and Authorizations

At-Will Employment Statement: Employee acknowledges that employment with the Company is at-will, meaning either Employee or Company may terminate the employment relationship at any time, with or without cause or advance notice, except as otherwise provided in a written agreement signed by both parties.

Equal Opportunity Statement: The Company is an equal opportunity employer. Decisions regarding hiring, promotion, compensation and other terms of employment are made without regard to race, color, religion, sex, national origin, age, disability, genetic information, or any other protected characteristic under applicable law.

By checking the box below, Employee authorizes the Company to contact prior employers and references, and to obtain background checks, verification of education and employment, and other information relevant to the hiring decision. Employee further certifies that all information provided in this Agreement and any attachments is true, complete, and accurate to the best of Employee's knowledge.

I authorize background checks and contact with prior employers and references

Applicant Certification

I certify that all information provided in this document and any attachments is true, complete and correct. I understand that any misrepresentation, omission or falsification may result in denial of employment or, if employed, disciplinary action up to and including termination. I understand and accept the Non-Award provision of this Agreement and that any deviation from the non-award status must be in a signed written award agreement.

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