C-LEVEL EXECUTIVE EMPLOYMENT AGREEMENT

CONFIDENTIAL

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PARTIES AND RECITALS

This Executive Employment Agreement (“Agreement”) is entered into on [DATE], between [COMPANY NAME], a [STATE] corporation (“Company”), and [EXECUTIVE NAME] (“Executive”).

RECITALS: WHEREAS, Company desires to secure the services of Executive in the position of [TITLE] to lead strategic initiatives and drive organizational growth; and WHEREAS, Executive possesses unique qualifications, experience, and expertise essential to Company’s continued success and competitive positioning;

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

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1. EMPLOYMENT AND DUTIES

1.1 Position and Title

Executive shall serve as [Chief Executive Officer/Chief Financial Officer/Chief Operating Officer/Chief Technology Officer] reporting directly to the [Board of Directors/CEO]. Executive shall have such authority, duties, and responsibilities as are customarily associated with such position and as may be assigned by the Board.

1.2 Primary Responsibilities

Executive’s duties shall include, but not be limited to:

• Strategic planning and execution of corporate vision
• Leadership of senior management team and organizational culture
• Oversight of operational performance and financial results
• Stakeholder relationship management (investors, board, customers, partners)
• Risk management and regulatory compliance oversight
• Market positioning and competitive strategy development

1.3 Commitment and Location

Executive shall devote substantially all business time, attention, and energies to Company’s affairs. Executive’s primary work location shall be [CITY, STATE], with travel as reasonably required. Remote work arrangements may be accommodated subject to business needs and prior approval.

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2. COMPENSATION STRUCTURE

2.1 Base Salary

Executive shall receive an annual base salary of $[AMOUNT], payable in accordance with Company’s standard payroll practices. Base salary shall be reviewed annually by the Compensation Committee and may be increased (but not decreased without Executive’s consent) based on performance and market conditions.

2.2 Annual Performance Bonus

Executive shall be eligible for an annual performance bonus with a target of [X]% of base salary, with maximum opportunity of [Y]% based on achievement of predetermined corporate and individual performance metrics established by the Compensation Committee within the first 90 days of each fiscal year.

2.3 Long-Term Equity Incentives

Executive shall participate in Company’s equity incentive plans as follows:

• Initial Grant: [NUMBER] stock options/restricted stock units with fair market value of approximately $[AMOUNT] as of grant date
• Vesting Schedule: 25% after one year, then quarterly over remaining three years, subject to continued employment
• Annual Grants: Eligible for additional equity awards as determined by Compensation Committee based on performance and retention objectives
• Acceleration Provisions: Subject to double-trigger vesting upon qualifying termination following change in control

2.4 Benefits and Perquisites

Executive shall be entitled to participate in all benefit plans available to senior executives, including:

• Health, dental, and vision insurance (company-paid premiums)
• Life insurance coverage of [X] times annual base salary
• Disability insurance (short-term and long-term)
• 401(k) plan with company matching up to [X]%
• weeks paid time off annually
• Executive physical examination (annual, company-paid)
• Professional development allowance of $[AMOUNT] annually
• [Country club membership/Car allowance/Other executive perquisites as applicable]

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3. TERM AND TERMINATION

3.1 Employment Term

This Agreement shall commence on [START DATE] and continue for an initial term of [X] years, automatically renewing for successive one-year periods unless either party provides 180 days’ written notice of non-renewal.

3.2 Termination Without Cause

Company may terminate Executive’s employment at any time without cause upon 30 days’ written notice. Executive may resign for any reason upon 90 days’ written notice.

3.3 Termination for Cause

Company may terminate Executive immediately for cause, defined as:

• Material breach of fiduciary duties or this Agreement
• Conviction of felony or crime involving moral turpitude
• Willful misconduct materially injurious to Company
• Continued failure to perform duties after written notice and cure period
• Material violation of Company policies including code of conduct

3.4 Resignation for Good Reason

Executive may resign for good reason, defined as:

• Material diminution of authority, duties, or responsibilities
• Material reduction in base salary or target bonus opportunity
• Relocation of principal workplace more than 50 miles
• Material breach of this Agreement by Company
• Failure to elect or re-elect Executive to board position (if applicable)

Good reason requires 90 days’ written notice and 30-day cure period for Company.

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4. SEVERANCE AND CHANGE IN CONTROL

4.1 Severance Upon Involuntary Termination

If Executive’s employment is terminated by Company without cause or by Executive for good reason:

• Severance Payment: [18-24] months of base salary plus target bonus, payable in lump sum
• COBRA Continuation: Company-paid health insurance premiums for [18] months
• Equity Acceleration: Immediate vesting of [50-100]% of unvested equity awards
• Outplacement Services: Executive-level career transition services for up to 12 months

4.2 Change in Control Provisions

Upon a change in control (as defined below) followed by qualifying termination within 24 months:

• Enhanced Severance: [24-36] months of base salary plus target bonus
• Full Equity Acceleration: 100% vesting of all outstanding equity awards
• Benefit Continuation: Extended COBRA coverage for [24] months
• Tax Gross-Up: Company shall gross-up any excise taxes under Section 280G (if applicable)

4.3 Change in Control Definition

“Change in Control” means: (i) acquisition of 50% or more of Company’s voting securities; (ii) merger, consolidation, or reorganization where shareholders own less than 50% of resulting entity; (iii) sale of substantially all Company assets; or (iv) complete liquidation of Company.

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5. RESTRICTIVE COVENANTS

5.1 Confidentiality

Executive acknowledges access to confidential information and agrees to maintain strict confidentiality during and after employment. This obligation survives termination indefinitely.

5.2 Non-Competition

During employment and for [12-18] months thereafter, Executive shall not directly or indirectly compete with Company’s business within [GEOGRAPHIC SCOPE] or solicit Company’s customers, suppliers, or business partners.

5.3 Non-Solicitation

For [18-24] months following termination, Executive shall not recruit, solicit, or hire Company employees or attempt to influence them to terminate employment with Company.

5.4 Non-Disparagement

Executive and Company agree not to make disparaging statements about each other, except as required by law or in good faith business references.

5.5 Enforceability

If any restrictive covenant is deemed unenforceable, it shall be modified to the maximum extent permitted by law. These restrictions are reasonable and necessary to protect Company’s legitimate business interests.

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6. GOVERNANCE AND COMPLIANCE

6.1 Board Service

[If applicable] Executive shall serve on Company’s Board of Directors without additional compensation, subject to annual election by shareholders.

6.2 Regulatory Compliance

Executive shall comply with all applicable laws, regulations, and Company policies, including securities laws, SOX requirements, and industry-specific regulations.

6.3 Clawback Provisions

Executive’s compensation is subject to Company’s clawback policy and applicable legal requirements, including Dodd-Frank Act provisions requiring recovery of incentive compensation based on financial restatements.

6.4 Code of Conduct

Executive shall adhere to Company’s code of conduct and ethics policies, with material violations constituting grounds for termination for cause.

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7. DISPUTE RESOLUTION AND GENERAL PROVISIONS

7.1 Arbitration

Any disputes arising under this Agreement shall be resolved through binding arbitration under American Arbitration Association Commercial Rules, with hearings in [CITY, STATE]. Each party shall bear its own costs except the prevailing party may recover reasonable attorneys’ fees.

7.2 Governing Law

This Agreement shall be governed by the laws of [STATE] without regard to conflict of law principles.

7.3 Severability

If any provision is found unenforceable, the remainder shall remain in full force and effect, and the unenforceable provision shall be modified to achieve the intended economic effect.

7.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to Executive’s employment.

7.5 Amendment

This Agreement may only be modified by written instrument signed by both parties.

7.6 Assignment

Company may assign this Agreement to any successor entity. Executive’s obligations are personal and may not be assigned.

7.7 Survival

Sections 5 (Restrictive Covenants), 6.3 (Clawback), and 7 (Dispute Resolution) shall survive termination of this Agreement and Executive’s employment.

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8. EXECUTION

By signing below, the parties acknowledge they have read, understood, and agree to be bound by this Agreement.

COMPANY:

[COMPANY NAME]

By: _________________________________ Name: [Name] Title: [Title] Date: _______________________________

EXECUTIVE:

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[Executive Name] Date: _______________________________

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EXHIBITS:

• Exhibit A: Performance Metrics and Bonus Calculation Methodology
• Exhibit B: Equity Award Terms and Conditions
• Exhibit C: Company Code of Conduct and Ethics Policy
• Exhibit D: Confidentiality and Invention Assignment Agreement

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This template should be reviewed by qualified legal counsel and customized for specific circumstances, applicable law, and company policies. This document is for informational purposes only and does not constitute legal advice.