Narrative. Unlike the plain-vanilla offer letter, an Executive Employment Agreement is a fully-negotiated contract for senior hires (CEO, CFO, CTO, GC). It trades at-will flexibility for predictability on both sides: the executive gets a defined severance package and often a change-of-control trigger; the company gets strong IP, confidentiality, non-solicitation, and (in non-California jurisdictions) non-competition covenants. The key drafting fulcrums are: (1) the “Cause” definition, which the company wants broad and the executive wants narrow, typically requiring notice and an opportunity to cure; (2) the “Good Reason” definition, which is how an executive can resign and still collect severance (material diminution of role, compensation cut, relocation); (3) Section 409A compliance language to avoid deferred-comp penalties; (4) Section 280G “golden parachute” cutback or gross-up; and (5) release-of-claims condition to severance. Big-law practice always pairs this with a separate equity grant and a PIIA.

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement“) is entered into as of [DATE] by and between [COMPANY NAME], Inc., a Delaware corporation (the “Company“), and [EXECUTIVE NAME] (the “Executive“).

1. Position and Duties

1.1 Position

The Company hereby employs Executive as [TITLE], reporting to the [Board of Directors / Chief Executive Officer]. Executive shall have the duties, authorities, and responsibilities customarily associated with such position and such additional duties as may be assigned from time to time.

1.2 Full-Time Attention

Executive shall devote Executive’s full business time, energy, and attention to the Company’s business. Executive may, with the Board’s prior written consent, serve on the boards of other companies and engage in charitable and community activities, provided such activities do not materially interfere with Executive’s duties or compete with the Company.

2. Compensation

2.1 Base Salary

Executive’s initial base salary shall be $[ANNUAL SALARY] per year, payable in accordance with the Company’s standard payroll practices, subject to annual review by the Board.

2.2 Annual Bonus

Executive shall be eligible for an annual performance bonus with a target of [PERCENT]% of base salary, based on performance criteria established by the Board.

2.3 Equity

Subject to Board approval, Executive shall receive a grant of [NUMBER] options (or restricted stock units) under the Company’s Equity Incentive Plan, vesting over four years with a one-year cliff, on the Company’s standard form of grant agreement.

2.4 Benefits; Expenses

Executive shall be eligible for all benefits made available to senior executives of the Company. The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive’s duties.

3. Term and Termination

3.1 At-Will

Executive’s employment is “at will,” and either party may terminate the employment at any time, subject to the obligations of this Section 3.

3.2 Termination Without Cause or for Good Reason

If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then, subject to Section 3.6, Executive shall receive: (a) continuation of base salary for a period of [six (6) / twelve (12)] months; (b) a lump-sum payment equal to Executive’s target annual bonus, pro-rated for the year of termination; (c) payment of the Company-paid portion of COBRA premiums for up to [twelve (12)] months; and (d) accelerated vesting of [twelve (12)] months of the then-unvested portion of Executive’s equity awards.

3.3 Change in Control

If Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in each case within twelve (12) months following a Change in Control, then in lieu of the benefits set forth in Section 3.2, Executive shall receive: (a) a lump-sum payment equal to [twelve (12) / eighteen (18)] months of base salary plus target annual bonus; (b) [twelve (12)] months of Company-paid COBRA premiums; and (c) one hundred percent (100%) acceleration of the then-unvested portion of Executive’s equity awards.

3.4 Termination for Cause or Without Good Reason

If the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, Executive shall be entitled only to accrued but unpaid salary and benefits through the date of termination.

3.5 Definitions

– “Cause” means: (a) Executive’s commission of, conviction of, or plea of no contest to, a felony or a crime involving moral turpitude; (b) Executive’s willful misconduct or gross negligence materially injurious to the Company; (c) Executive’s material breach of this Agreement or any written Company policy, which breach, if curable, is not cured within thirty (30) days after written notice; (d) Executive’s willful failure to perform assigned duties after written notice and a reasonable cure period; or (e) Executive’s breach of fiduciary duty, material dishonesty, or fraud. – “Good Reason” means, without Executive’s written consent: (a) a material diminution in Executive’s title, authority, duties, or responsibilities; (b) a material reduction in base salary or target bonus (other than an across-the-board reduction applied to all senior executives); (c) a relocation of Executive’s principal place of employment by more than fifty (50) miles; or (d) a material breach by the Company of this Agreement. Executive must provide written notice within ninety (90) days of the initial occurrence, the Company shall have thirty (30) days to cure, and if not cured, Executive must resign within thirty (30) days following the end of the cure period. – “Change in Control” has the meaning set forth in the Company’s Equity Incentive Plan.

3.6 Release

All severance payments and benefits under Sections 3.2 and 3.3 are conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form reasonably acceptable to the Company, within sixty (60) days after the termination date.

4. Restrictive Covenants

4.1 Confidentiality; IP

Executive shall execute and be bound by the Company’s standard Proprietary Information and Inventions Assignment Agreement concurrently with this Agreement.

4.2 Non-Solicitation

During Executive’s employment and for twelve (12) months thereafter, Executive shall not, directly or indirectly: (a) solicit any employee or consultant of the Company to leave the Company’s employ or engagement; or (b) solicit any customer of the Company with whom Executive had material contact during the last twelve (12) months of employment for the purpose of providing services competitive with those of the Company.

4.3 Non-Competition

[If jurisdiction permits (e.g., Florida or Delaware, not California):] During Executive’s employment and for twelve (12) months thereafter, Executive shall not, within the geographic area in which the Company conducts business, engage in any business that directly competes with the Company.

5. Section 409A

This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code and the regulations thereunder, and shall be interpreted accordingly. Each installment of severance shall be treated as a separate payment. If Executive is a “specified employee” at the time of termination, any payment that is subject to Section 409A shall be delayed for six months to the extent required to avoid additional tax.

6. Section 280G

In the event that any payment or benefit under this Agreement would constitute a “parachute payment” subject to excise tax under Section 4999 of the Internal Revenue Code, the payments and benefits shall be reduced to the maximum amount that would not result in any such excise tax, but only if such reduction would result in a greater after-tax benefit to Executive.

7. General Provisions

This Agreement is governed by the laws of the State of [STATE]. Any dispute arising hereunder shall be resolved by binding arbitration administered by JAMS in [CITY]. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No amendment or waiver is effective unless in writing signed by both parties. This Agreement may be executed in counterparts including by electronic signature.

---

COMPANY: [COMPANY NAME], Inc. EXECUTIVE:

By: _________________________ _________________________ Name: [EXECUTIVE NAME] Title: Date: ___________

---

This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.