This Employment Agreement (the "Agreement") is entered into as of January 15, 2025, by and between Acme Corporation, a Delaware corporation (the "Employer"), and Jane Smith (the "Employee").

Employee shall serve as Senior Legal Counsel and shall perform such duties as are customarily associated with such position. Employee shall report directly to the General Counsel and shall devote substantially all of her professional time to the Employer's business.

Employer shall pay Employee an annual base salary of $150,000, payable in accordance with the Employer's regular payroll schedule. Employee shall also be eligible for an annual performance bonus of up to 20% of base salary, subject to the achievement of performance milestones.

Either party may terminate this Agreement at any time, for any reason or no reason, with or without cause, upon thirty (30) days' prior written notice. Upon termination, Employee shall be entitled only to unpaid base salary through the date of termination.

Employee agrees that for a period of twenty-four (24) months following termination, Employee shall not directly or indirectly engage in, or have any interest in, any business that competes with the Employer within the United States. This restriction shall apply regardless of the circumstances of termination.

All inventions, discoveries, designs, and works of authorship made or conceived by Employee during the term of employment shall be the sole property of Employer. Employee hereby assigns all rights, title, and interest in such intellectual property to Employer.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.