Employment Agreement Template

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Northwind Traders, Inc.

Employment Agreement

Start April 1, 2025

Employment Agreement

PositionVP of Engineering

Start DateApril 1, 2025

LocationOregon

Employer

Northwind Traders, Inc.

1200 Commerce Street, Portland, OR 97204

Employee

Taylor Brooks

88 Alder Lane, Portland, OR 97209

1. Position and Duties

Employee shall serve as VP of Engineering, reporting to Chief Technology Officer. Employee shall devote Employee's full business time and attention to the Employer and shall perform duties consistent with the position.

2. Compensation

Component

Detail

Base Salary

$250,000.00 per year

Target Bonus

25% of base, subject to plan terms

Classification

Exempt under the Fair Labor Standards Act and applicable state law

Any earned bonus is paid no later than March 15 of the year after the year in which it is earned.

3. Benefits

Employee shall be eligible for the benefits made available from time to time to similarly situated employees, subject to plan terms and eligibility requirements.

4. Intellectual Property

All work product, inventions, and other developments created by Employee within the scope of employment, or using Employer's resources or Confidential Information, are the sole and exclusive property of Employer, and Employee hereby assigns all right, title, and interest therein to Employer.

This Section does not apply to, and Employee is not required to assign, any invention that Employee developed entirely on Employee's own time without using Employer's equipment, supplies, facilities, or trade secret information, except an invention that (a) relates, at the time of conception or reduction to practice, to Employer's business or actual or demonstrably anticipated research or development, or (b) results from work performed by Employee for Employer. This notice is given under California Labor Code Sections 2870-2872, Delaware Code Title 19 Section 805, 765 ILCS 1060/2, Kansas Statu

5. Confidential Information

"Confidential Information" means non-public information of Employer or its customers that Employee learns during employment, including trade secrets, technical data, customer and pricing information, and business plans. During and after employment, Employee shall use Confidential Information only to perform Employee's duties and shall not disclose it except as authorized by Employer. On termination, Employee shall return all Employer property and Confidential Information.

Protected rights. Nothing in this Agreement prohibits Employee from (a) filing a charge or complaint with, communicating with, or providing information to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other government agency, or receiving an award for information provided to a government agency; (b) discussing or disclosing wages, hours, or other terms and conditions of employment; or (c) exercising rights under Section 7 of the National Labor Relations Act. Noth

Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an e

6. Non-Solicitation

During employment and for 12 months after it ends, Employee shall not, directly or indirectly, (a) solicit any customer of Employer with whom Employee had material business contact during the last 12 months of employment, for the purpose of providing products or services that compete with Employer's, or (b) solicit any employee of Employer to leave Employer's employment. General advertising not targeted at Employer's employees is not solicitation. This Section 6 applies only to the extent permitted by the law of the state where Employee primarily works, and does not apply to an Employee who pr

7. At-Will Employment

Employment with Employer is at-will and may be terminated by either party at any time, with or without cause or notice, except where applicable law (for example, Montana's Wrongful Discharge from Employment Act) provides otherwise. Nothing in this Agreement or any Employer policy creates employment for a specific term. The at-will nature of employment may be changed only by a written agreement signed by Employee and an authorized officer of Employer. On termination, Employer will pay all earned wages, and any accrued, unused paid time off that applicable law requires, within the time applicabl

8. Governing Law

This Agreement is governed by the laws of the State of Oregon, where Employee primarily works.

9. General

This Agreement is the entire agreement between the parties about its subject matter and supersedes any prior offer letter or understanding. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Employer may assign this Agreement to a successor to its business; Employee may not assign it. All payments are subject to required withholdings. Notices must be in writing and delivered to the addresses above or by email to an address each party designates. This Agreement may be signed electronically and in counterparts, each of

10. Review and Counsel

Employer advises Employee to consult an attorney before signing this Agreement. Employee acknowledges that Employee was given at least 14 calendar days to review this Agreement before the Start Date, and that any decision to sign it sooner is Employee's own voluntary choice.

The parties have signed this Agreement to be effective on the Start Date.

Employer

Morgan Yu

Head of People, Northwind Traders, Inc.

Employee

Taylor Brooks

VP of Engineering