Employment Agreement-Restrictive Covenants With Invention Clause THIS AGREEMENT is entered into as of this _______ [date] by and between

_________ [name of] Company (Company) a __________________ corporation with offices at [address of] Company, and _______ [name of] Employee (Employee). WITNESSETH WHEREAS, both Employee and Company are in agreement with respect to the terms and conditions nder which Employee shall commence f ll!time employment with Company" and WHEREAS, the parties wish to red ce to writing the terms and conditions of s ch agreement. N!W" THERE#!RE, and in consideration of the m t al promises and agreements herein contained and intending to be legally bo nd, the parties, for themsel#es, and their heirs, s ccessors, personal representati#es, and assigns hereby agree as follows$ 1. Employment. Company hereby agrees to employ Employee and Employee hereby accepts s ch employment pon the terms and conditions hereinafter set forth. 2. Term. %his &greement shall commence on the ________ [ date] and shall contin e for an 'nitial %erm of __________ [number] years(months terminating on __________ [date], nless terminated earlier in accordance with this &greement. 'f neither party pro#ides the other with written notice of termination prior to __________ [date], this &greement shall be a tomatically renewed for an additional _______ [number] !year E)tended %erm and thereafter for additional __________! [number]!year E)tended %erms ntil e)pressly terminated by either party on at least ______ [number] days (written notice to the other party prior to the e)piration of then c rrent E)tended %erm. %he 'nitial %erm and the E)tended %erm(s) are collecti#ely referred to as the %erm. 3. Title and duties. Employee shall ser#e as ________________ [describe position] of the Company with the a thority and responsibilities typically associated with s ch position. 'n this position, Employee shall report directly to the _________ [Board of Directors] of Company and shall be s b*ect to their direction. 4. Extent of services. Employee shall de#ote his or her entire f ll!time attention and energies to Company b siness, notwithstanding this pro#ision. Employee is not pre#ented from in#esting his or her assets in s ch form or manner as ____ [ he or she] sees fit, as long as the in#estments will not

re+ ire any personal ser#ice from Employee. ,oreo#er, Employee may not in#est in any entities that compete directly with Company or any of its affiliated or related companies. 5. Compensation. &. %he base salary for the 'nitial %erm of this &greement shall be ______ [ insert] -ollars $%%%%%%%%%%%%%%%%%%, which shall be paid in accordance with the standard Company pay policy. [.ptional$ In addition to the base salary as provided for above, consideration will be given to granting Employee an annual bonus in an amount, if any, to be determined by the Company. Such bonus, if authorized, shall be paid in !month" of each year and shall reflect the performance of Employee as well as that of the Company during such year.] .ptional$ B. Company hereby grants Employee a right of first refusal to purchase shares of Company during the #erm of this $greement in accordance with the following terms. Company shall provide Employee with written notice of its intention to sell shares in Company, along with the terms of a bona fide third%party offer to purchase such shares. Employee shall have !number" days after receipt of such notice to match the terms of the offer. In the event that Employee fails to match the offer within !number" days, Company is free to enter into such third%party sale, at which time this right of first refusal shall thereupon e&pire. 6. Perquisites and enefits. Employee shall be entitled to and shall recei#e all per+ isites and other benefits as wo ld normally be granted to Company employees. / ch benefits [shall'may] incl de, b t not be limited to, the following$ [(ote insert or delete as necessary] $. )ealth insurance under terms e*uivalent to the health insurance provided to other employees of Company. B. Corporate retirement and profit%sharing programs under terms e*uivalent to the programs provided to other employees of Company. C. $nnual dues and related fees associated with a membership in a luncheon club of Employee+s choice up to a ma&imum of !number" Dollars +, - per annum. D. .acation e*ual to !number" business days per annum, the unused portion of which shall be forfeited/ and E. 0aid holidays pursuant to the Company+s usual policy.

!. "ondisclosure#"oncompete. &. - ring the co rse of his or her employment with Company, Employee may ha#e occasion to concei#e, create, de#elop, re#iew, or recei#e information that is considered by Company to be confidential or proprietary, incl ding information relating to in#entions, patent, trademar0 and copyright applications, impro#ements, 0now!how, specifications, drawings, cost

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and pricing data, process flow diagrams, c stomer and s pplier lists, bills, ideas, and(or any other written material referring to same Confidential 'nformation. 4oth d ring the term of employment and thereafter$ 5. Employee agrees to maintain in confidence s ch Confidential 'nformation nless or ntil$ (a) it shall ha#e been made p blic by an act or omission of a party other than himself or herself" (b) Employee recei#es s ch Confidential 'nformation from an nrelated third party on a non!confidential basis" or (c) the passage of [number] years from the date of the disclos re of s ch Confidential 'nformation to Employee, whiche#er shall first occ r. 2. Employee f rther agrees to se all reasonable preca tions to ens re that all s ch Confidential 'nformation is properly protected and 0ept from na thori6ed persons or disclos re. 7. 'f re+ ested by Company, Employee agrees to promptly ret rn to the Company all materials, writings, e+ ipment, models, mechanisms, and the li0e obtained as a res lt of [his or her] employment with the Company, incl ding, b t not limited to, all Confidential 'nformation, all of which Employee recogni6es is the sole and e)cl si#e property of Company. 8. Employee agrees that [he or she] will not, witho t first obtaining the prior written permission of Company$ (a) directly or indirectly tili6e s ch Confidential 'nformation in his or her own b siness" (b) man fact re and(or sell any prod ct that is based in whole or in part on s ch Confidential 'nformation" or (c) disclose s ch Confidential 'nformation to any third party. 4. 9hile in the employ of Company and for a period of _____ [ number] year(s) thereafter, Employee will not render any ser#ices as an e)ec ti#e, officer, director, employee or independent cons ltant to any entity that is in direct competition with Company in the [geographic area] where the Company c rrently does b siness. $. %nventions. &. &ny in#entions, impro#ements, concepts, or ideas made or concei#ed by Employee d ring [his or her] employment p rs ant to this &greement and related to the b siness of Company and for [number] months thereafter, shall be considered the sole and e)cl si#e property of Company. &s part of the ser#ices to be performed here nder, Employee shall 0eep written noteboo0 records of his or her wor0, properly witnessed for se as in#ention records, and shall s bmit s ch records to Company when re+ ested or at the termination of Employee:s ser#ices here nder. Employee shall not reprod ce any portion of s ch noteboo0 records witho t the prior e)press written consent of Company. Employee shall promptly and f lly report all s ch in#entions to Company. 4. &ny wor0 performed by Employee nder this &greement shall be considered a (9or0 ,ade for ;ire) as defined in the <./. Copyright laws, and shall be owned by and for the e)press benefit of Company. 'n the e#ent it is established that s ch wor0 does not + alify as a 9or0 ,ade for ;ire, Employee agrees and does hereby assign to Company all of its right, title,

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and interest in s ch wor0 prod ct incl ding, b t not limited to, all copyrights, patents, trademar0s and other proprietary rights. C. 4oth d ring the %erm of this &greement and thereafter, Employee shall f lly cooperate with Company in the protection and enforcement of any intellect al property rights that may deri#e as a res lt of the ser#ices Employee performed nder the terms of this &greement. %his obligation shall incl de$ e)ec ting, ac0nowledging, and deli#ering to Company all doc ments or papers that may be necessary to enable the Company to p blish or protect said in#entions, impro#ements, and ideas. &. Termination. [.ptional$ $. In the event that Company terminates Employee+s employment for any reason other than gross malfeasance or gross nonfeasance, Employee will continue to be paid !his or her" salary by the Company for a period of !number" year+s- after such termination or until !date" employee shall commence employment of a comparable nature and salary with another entity, whichever shall first occur. In this regard, it is understood and agreed that Employee shall use !his or her" best efforts in attempting to locate such other employment, and if such employment is of a lesser salary than !his or her" then% current salary at the Company, the Company agrees to reimburse Employee for the difference between such salaries for the !number"%year term specified above.] 4. Company shall ha#e the absol te right to terminate this &greement immediately in the e#ent of gross malfeasance or gross nonfeasance on the part of Employee. C. Company shall ha#e the right, pon [ number] days written notice to Employee, to terminate this &greement in the e#ent that Employee commits a breach of any material pro#ision of this &greement, and said breach is not c red within said [number]!day notice period. -. 't is nderstood and agreed that this is a personal ser#ices contract, and that Company shall ha#e the right to terminate this &greement on [ number] days notice to Employee, if appropriate, in the e#ent of disability of death of Employee, which wo ld otherwise pre#ent [him or her] from performing [his or her] d ties. =or p rposes of this pro#ision, disability: shall be defined in accordance with the definition of disability: contained in Company:s disability ins rance policy. 'n the e#ent of Employee:s death, any g aranteed monies d e nder this &greement will be paid directly to Employee:s estate. 1'. (epresentations and )arranties. &. Employee represents and warrants to Company that he or she is not a party to or otherwise bo nd by any agreement that may, in any way, restrict [ his or her] right or ability to enter into this &greement or otherwise be employed by Company. 4. Employee agrees that [he or she] will not re#eal to Company, or otherwise tili6e in [his or her] employment with Company. &ny proprietary trade secrets or confidential information of any pre#io s employer. 11. "otices. &. &ny notice re+ ired to be gi#en p rs ant to this &greement shall be in writing and mailed by certified or registered mail, ret rn receipt re+ ested, or deli#ered by a national 1age 8 of 3

o#ernight e)press ser#ice s ch as =ederal E)press, or by telefa) comm nication, with an ac0nowledgment by the recipient. 4. Either party may change the address to which notice or payment is to be made by written notice to the other party in accordance with the pro#isions of this paragraph. 12. *urisdiction and disputes. &. %his &greement shall be go#erned by the laws of _____ [state]. 4. &ll disp tes here nder shall be resol#ed in the applicable state or federal co rts of [state]. %he parties consent to the * risdiction of s ch co rts, agree to accept ser#ice of process by mail, and wai#e any * risdictional or #en e defenses otherwise a#ailable. 13. +,reement indin, on successors. %his &greement shall be binding on and shall in re to the benefit of the parties hereto, and their heirs, administrators, s ccessors, and assigns. 14. -aiver. >o wai#er by either party of any defa lt shall be deemed as a wai#er of any prior or s bse+ ent defa lt of the same or other pro#isions of this &greement. 15. .evera ility. 'f any pro#ision hereof is held in#alid or nenforceable by a co rt of competent * risdiction, s ch in#alidity shall not affect the #alidity or operation of any other pro#ision and s ch in#alid pro#ision shall be deemed to be se#ered from this &greement. 16. +ssi,na ility. %his &greement and the rights and obligations there nder are personal with respect to Employee and may not be assigned by any act of Employee or by operation of law. Company shall, howe#er, ha#e the absol te, nfettered right to assign this &greement to a s ccessor in interest to Company or to the p rchaser of any of the assets of Company. 1!. %nte,ration. %his &greement constit tes the entire nderstanding of the parties, and re#o0es and s persedes all prior agreements between the parties and is intended as a final e)pression of their &greement. 't shall not be modified or amended e)cept in writing signed by the parties hereto and specifically referring to this &greement. %his &greement shall ta0e precedence o#er any other doc ments that may be in conflict therewith. IN WITNESS WHERE!#, the parties hereto, intending to be legally bo nd hereby, ha#e each ca sed to be affi)ed hereto its or his(her hand and seal the day indicated. ______________________ _________________________

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