Employment Agreement with Director of Sales

Employment Agreement with Director of Sales

Agreement made on the , between

of , referred to herein as Employee, and

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as Employer.

Whereas, Employer owns and operates a business in the technology industry that operates on the west coast of the United States including the states of

; and

Whereas, said territory described in the preceding paragraph is hereinafter called the Territory; and

Whereas, Employer desires to retain Employee as its Director of Sales for in the Territory; and

Whereas, Employee desires to act as such Director of Sales pursuant to the terms and conditions set forth in this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Employment. Employer employs Employee as its Director of Sales to serve in the Territory described in this Agreement. The work to be performed by Employee includes all services generally performed by a director of sales in a technology business like Employer's including leading and executing sales strategy with all holding company clients of Employer and the trading desks in all markets of Employer on the west coast of the United States and generating revenue through new and existing customer relationships. Employee shall also perform such other duties as may be determined from time to time by its President. Employee accepts such employment and agrees to observe all terms and conditions of this Agreement.

II. Compensation. Employer will pay Employee the sum of $ for the work to be performed under this Agreement payable on the first day of each month beginning on in twelve (12) equal installments.

III. Duration. Either party may terminate this Agreement on days' written notice.

IV. Noncompetition. Employee agrees that during the term of this Agreement and for a period of years following the termination of this Agreement, (he/she) will not, directly or indirectly, either as an individual or on own account, or as a partner, employee, agent, manager, director of sales, regional district sales manager, district sales manager, or

salesperson of or for any person, firm, association, corporation, or other entity, or as an officer, director, or shareholder of a closely held corporation, engage in any or all of the following activities within the Territory designated above and within the distance of miles from the nearest point to the outer boundary of such Territory:

A. Enter into or engage in any business that competes with Employer's business. Solicitation or acceptance of orders outside the restricted territory for shipment to, or delivery in, any other restricted Territory shall constitute engaging in business in the restricted territory in violation of this covenant.

B. Solicit customers, business, patronage, or orders for or sell any parts and products in the above-defined Territory for or for any person, firm, association, corporation, or other entity engaged in a business that competes with Employer's business, or supervise sales agents or representatives engaged in such sales activities.

C. Enter into or engage in any discussion or negotiation, or assist in such actions to encourage employees, agents, managers, directors of sales, regional district sales managers, or district sales managers of Employer to disassociate their relationship with Employer in order to engage in any business that competes with Employer's business.

D. Promote or assist, financially or otherwise, any person, firm, association, corporation, or other entity engaged in a business that competes with Employer's business.

This covenant on the part of Employee shall be construed as independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of this covenant. If any restriction set forth in this Section IV is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

The restrictions contained in this Section are necessary for the protection of the business and goodwill of the Employer and are considered by Employee to be reasonable for such purpose. Employee agrees that any breach of this Section will cause the Employer substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief.

V. Confidentiality. Employee agrees that: (i) all knowledge and information that Employee may receive from Employer or from its employees or other contractors of Employer, or by virtue of the performance of services under and pursuant to this

Agreement, relating to the business of Employer such as designs, customer information, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data, belong to Employer or to those with whom Employer has contracted regarding such information, and (ii) all information provided by Employee to Employer in reports of work done, together with any other information acquired by or as direct result of employment as a Employee of Employer and during the term of such employment, shall be regarded by Employee as strictly confidential and held by Employee in confidence, and solely for Employer's benefit and use, and shall not be used by Employee or directly or indirectly disclosed by Employee to any person whatsoever except to Employer or with Employer's prior written permission.

VI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

VII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

VIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

IX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

X. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XI. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding

only if placed in writing and signed by each party or an authorized representative of each party.

XIII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.