Employment Agreement (Pro-Employee)

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is entered into by and between ________________, a __________ corporation (the "Company"), and __________, the undersigned individual ("Executive").

RECITAL

The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Executive’s employment with the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:

1. Term. The Company hereby employs Executive to serve as [CEO] [___] of the Company. The employment with the Company is not for any specified period of time. As a result, either the Company or the Executive is free to terminate the employment relationship at any time, subject to the other provisions of this Agreement.

2. Duties and Responsibilities. Executive will be reporting to the Company’s Board of Directors. Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities of the [CEO] [___] position and such other duties on behalf of the Company as may be reasonably assigned from time to time by the Company’s Board.

3. Location. The location at which Executive shall perform services for the Company shall be _______________________.

1. Base Salary. Executive shall be paid a base salary ("Base Salary") at the annual rate of $_______, payable in bi-weekly installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on or before [January 1] of each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [January 1, ____] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company.

2. Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.

3. Bonus. Executive shall also be entitled to a bonus determined at the sole discretion of the Board of Directors. The Company shall set proposed milestones and proposed bonuses if those milestones are met, [each quarter] [each year].

1. Business Expenses. Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement.

2. Benefit Plans. Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its employees during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company from terminating or amending any employee benefit plan or program from time to time.

3. Vacation. Executive shall be entitled to four (4) weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations.

4. Stock Options. Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the terms of the Company’s [____ Stock Option and Incentive Plan], subject to the following terms:
   1. The number of shares for which the options will become exercisable shall be ____ shares, subject to vesting. The shares will vest in [1/48] [1/36] equal amounts for each month of continued employment by Executive.

   2. The exercise price....