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Employment Agreement

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Amendment to Section 5(c) of the Employment Agreement

AMENDMENT TO SECTION 5(c) OF THE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND

At the Company's annual meeting, the shareholders ratified a five year employment agreement with , effective ("Employment Agreement").

Pursuant to section 5(c) of the Employment Agreement, the Company granted stock options to acquire up to shares of the Company's stock at $ and $ per share.

The Company is seeking shareholder approval of a proposed amendment to section 5(c) of the Employment Agreement to reduce the amount of the option price to $ per share, which reflects the per share price of the Company's stock as of the close of business on .

The proposed amendment is underlined on page 3 of the Employment Agreement attached hereto as Exhibit "A". The Employment Agreement will remain fully enforceable in its present form (without this proposed amendment) in the event this proposed amendment is not approved.

The Company recommends shareholders vote "For" approval of the proposed amendment to section 5(c) of the Employment Agreement and as one of its reasons refers the shareholder to personal guarantee of the prepaid rent ($ ) on the sublease of one of the Company's units.

(See the section titled "Operation of Units by Unaffiliated Third Parties" on page 6 of the Company's 10-K.)

Employment Agreement

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between , a corporation (the "Company"), and (the "Executive"), is dated this day of , 20 .

PRELIMINARY STATEMENT

In order to prosper as a significant member of the financial, business, and civic community of , the Company needs to retain capable and experienced senior executive personnel.

Over the last three (3) years, the Executive has been employed by the Company pursuant to an employment agreement dated providing for an annual salary of $ .

The Company desires to amend the terms of the employment agreement to provide for options to acquire approximately shares of the Company's common stock, par value $ per share, in return for a $ per year reduction in the Executive's salary.

TERMS

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. EMPLOYMENT

The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth herein.

2. TERM

The employment of the Executive by the Company as provided in Section 1 will commence on the date hereof and end on , unless further extended or sooner terminated as hereinafter provided.

On and annually thereafter (the "Renewal Date"), the term of the Executive's employment shall automatically be extended one (1) additional year, unless prior to such Renewal Date, the Company shall have delivered to the Executive, or the Executive shall have delivered to the Company, written notice that the term of the Executive's employment hereunder will not be extended.

3. POSITION AND DUTIES

The Executive shall serve as Chairman of the Board and Chief Executive Officer of the Company and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Board of Directors of the Company.

4. PLACE OF PERFORMANCE

In connection with the Executive's employment by the Company, the Executive shall be based at the principal executive offices of the Company, which shall remain in County, .

5. COMPENSATION AND RELATED MATTERS

(a) Base Salary. During the period of the Executive's employment hereunder, the Company shall pay to the Executive a base salary of not more than $ per annum in 26 equal installments.

(b) Profit Sharing. During the period of the Executive's employment hereunder, the Company shall pay the Executive, in addition to the base salary, the lesser of: .

(c) Stock Options. The Company hereby grants the Executive options to acquire the following amounts of the Company's common stock in the years indicated:

Exercisable on or after % of the amount of common stock outstanding as of the date of exercise, but not less than shares, at the option price of $ per share.

Exercisable on or after of the amount of common stock outstanding as of the date of exercise but not less than shares, at the option price of $ per share.

Such option price shall be adjusted pro rata to reflect any stock splits, stock dividends, or other stock issuances. The sale shall be completed by delivery of the shares against full payment in cash therefore on such date not later than .

(d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder.

(e) Other Benefits. The Company shall maintain in full force and effect, and the Executive shall be entitled to continue to participate in, all of its benefit plans and arrangements in effect on the date hereof in which the Executive participates.

(f) Vacations. The Executive shall be entitled to the number of vacation days in each calendar year, and to compensation, in accordance with the Company's vacation plan, but not more than six weeks per year.

(g) Services Furnished. The Company shall furnish the Executive with office space, secretarial assistance, and such other facilities and services at the Company's executive offices in or County, Florida.

(h) Subsidiaries and Affiliates. When used in this Agreement, the term "Company" shall be deemed to include any and all Subsidiaries and Affiliates of the Company.

6. OFFICES

The Executive agrees to serve, if elected or appointed thereto, as a Director of the Company and any of its Subsidiaries and Affiliates.

7. TERMINATION

The Executive's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

(a) Death. The Executive's employment hereunder shall terminate immediately upon his death.

(b) Disability. The Company may terminate the Executive's employment hereunder if, due to physical or mental illness, the Executive shall have been absent from his duties on a full-time basis for an entire period of six consecutive months.

(c) Cause. The Company may terminate the Executive's employment hereunder for Cause.

(d) Termination by the Executive. The Executive may terminate his employment hereunder for Good Reason.

(e) Any termination of the Executive's employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party.

(f) "Date of Termination" shall mean decree of a court of competent jurisdiction.

(g) For purposes of this Agreement, a "Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A or Regulation 14A promulgated under the Securities and Exchange Act of 1934.

8. COMPENSATION UPON TERMINATION

(a) If the Executive's employment is terminated due to Death, Disability, or Good Reason, the Executive, at his election, shall receive:

(i) the amount to be paid under Section 5(a) hereof for the remaining term of this Agreement;

(ii) a lump sum payment equal to the present value, based on a discount rate equal to the prime rate of Citibank, N.A. then in effect.

(b) Unless the Executive is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Executive, all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination.

(c) Notwithstanding the foregoing, in no event shall the total amount of payments made under this Agreement on account of any termination occurring as a result of a "change in control of the Company" exceed the aggregate present value of three times the "Base Salary Amount" minus one dollar.

9. SUCCESSORS; BINDING AGREEMENT

The Company will require any successor to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement.

(b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

10. NOTICE

For purposes of this Agreement, notices, demands, and all other communications provided for under the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail.

If to the Executive:

If to the Company:

11. MISCELLANEOUS

No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and a duly authorized officer of the Company.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of .

12. VALIDITY

The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

14. ARBITRATION

Any dispute or controversy arising under, or in connection with this Agreement, shall be settled exclusively by arbitration to be conducted before a panel of three arbitrators, in , , in accordance with the rules of the American Arbitration Association then in effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

Company:

By: __________________________

Executive:

By: __________________________

Attest:

Witness:

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What an Employment Agreement Covers

An Employment Agreement is a written contract that sets the terms and conditions of the working relationship between an employer and an employee. It typically defines parties, job duties, compensation, benefits, work location, term or at‑will status, confidentiality, intellectual property, restrictive covenants, and termination procedures. The document creates enforceable rights and obligations when properly executed and retained; some provisions (non‑compete, arbitration) may be subject to state law limitations and require careful drafting to ensure enforceability.

Why a Clear Employment Agreement Matters

A precise Employment Agreement reduces disputes, clarifies expectations, and documents compensation and legal protections for both parties. It supports compliance with payroll, tax, and recordkeeping rules and provides written evidence of agreed terms should a dispute arise.

Why a Clear Employment Agreement Matters

Who typically prepares and signs Employment Agreements

Employers, HR professionals, hiring managers, and outside counsel commonly prepare and issue Employment Agreements during hiring or role changes.

  • HR teams and general counsel drafting standardized or role‑specific agreements for new hires and promotions.
  • Hiring managers requesting role details and recording start dates, compensation, and reporting lines.
  • Employees reviewing terms, negotiating changes, and returning signed copies for onboarding and payroll setup.

Employees and authorized company signatories execute the agreement; copies should be retained by both parties and stored according to applicable retention rules.

Primary signers and their roles

Employer Representative

Typically an HR director, authorized officer, or hiring manager signs on behalf of the company. Their signature confirms the employer has authority to bind the organization and should be accompanied by printed name, title, and date; corporate execution may require board authorization for executive hires.

Employee Signer

The employee (or contractor where specified) signs to accept duties, compensation, and contractual terms. Ensure the name matches government ID for verification and payroll; multiple signatures (spouse or guarantor) are required only where expressly provided.

Essential information fields to include

Party Names: Full legal names
Effective Date: MM/DD/YYYY
Position: Job title
Compensation: Salary or rate
Work Location: City, state
Termination Terms: Notice, severance

Step-by-step: Filling and executing the Employment Agreement

Follow these sequential steps to prepare, sign, and file the agreement to minimize risk and ensure enforceability.

  • 01
    Draft: Prepare terms and required attachments.
  • 02
    Review: Legal and HR review for compliance.
  • 03
    Sign: Execute with authorized signers.
  • 04
    Store: Save signed copies securely.

Configuring an online workflow for Employment Agreements

Set up a repeatable digital workflow to route drafts, capture signatures, and store executed agreements with a clear audit trail.

Field Configuration
Authentication Email link, SMS code, or two‑factor auth
Template Reusable role‑based template with placeholders
Conditional Fields Show compensation fields only for salaried roles
Reminders Automatic reminders for unsigned parties

Where to send or file the completed Employment Agreement

Decide routing and final storage locations before sending so copies land in payroll, HR, and legal repositories.

  • HR System: Store master copy in HRIS
  • Payroll: Send compensation details to payroll
  • Legal: Retain executed copy with counsel
  • Employee: Provide signed PDF to employee

Digital delivery and platform requirements

Use a platform that supports secure eSignature, audit trails, and integrations with HR and storage systems.

  • eSignature Support: Audit trail and timestamps
  • Integrations: HRIS, payroll, cloud storage
  • Security: Encryption at rest and in transit

Key timing and statutory deadlines to track

Certain employment processes and related filings have time limits; track internal deadlines alongside statutory obligations for payroll and verification.

Effective Date and Start:

Agreement effective date triggers payroll and benefits.

I-9 Retention:

Retain I‑9 for 3 years after hire or 1 year after termination (8 CFR §274a.2)

W-2 Distribution:

Provide employees W‑2 by Jan 31 each year (IRS requirement)

Probation and Reviews:

Conduct probation review by agreed milestone date

Notice Periods:

Observe contractual notice for termination or resignation

Key milestones from offer to retention

Track onboarding milestones so each procedural step completes in the correct order and on time.

01

Offer Accepted

Candidate signs and returns offer letter; move to onboarding.

02

Onboarding Complete

I‑9, tax forms, benefits enrollment completed and filed.

03

Probation Review

Assess performance and confirm ongoing employment or changes.

04

Record Retention

Archive executed agreement and related documents per retention policy.

Common preparation errors to avoid

  • Using inconsistent names or titles between offer letter and contract, leading to enforceability questions.
  • Leaving compensation vague (e.g., “reasonable bonus”) instead of numeric amounts and payment schedule.
  • Failing to tailor restrictive covenants to state law, exposing the employer to invalidation of clauses.
  • Not retaining a signed copy or audit trail, which complicates dispute resolution and compliance.

Penalties and legal risks from incorrect agreements

Tax Penalties: Withholding and reporting fines
I-9 Violations: Civil fines per violation
Misclassification: Back pay and penalties
Unenforceable Covenants: Court may strike clauses
Breach Damages: Compensatory damages exposure
Data Breach: Regulatory fines and remediation costs

eSignature vendor comparison for Employment Agreement workflows

Compare common pricing and feature criteria to match an eSignature vendor to your Employment Agreement volume and compliance requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Plan Yes, 7-day trial No No No No
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples of Employment Agreement use

Below are typical scenarios showing how organizations use standardized agreements and digital signing to streamline onboarding and protect interests.

Small Company Onboarding

A distributed startup automated offers and contracts to new hires to reduce turnaround time and centralize records.

  • Platform routed signatures and stored executed PDFs with audit trails.
  • The process eliminated paper handling, improved record retrieval for payroll, and reduced onboarding time for HR staff while preserving an evidentiary trail for disputes.

Mid‑market HR Standardization

A mid‑sized employer standardized templates across departments to ensure consistency and legal review before issuance.

  • Templates included role‑specific compensation exhibits and confidentiality terms.
  • Centralized templates reduced negotiation time, lowered legal review costs, and ensured each signed agreement was archived with versioned metadata for future audits.

Core components every Employment Agreement should include

A complete Employment Agreement combines role specifics, compensation, protections, and administrative terms; each element should be clear and measurable.

Parties

Identify the legal employer entity and the employee, using full legal names and business addresses to avoid ambiguity in enforcement and payroll reporting.

Term and Status

Specify whether employment is at‑will or for a fixed term, and include start date, any probation period, and renewal or end‑of‑term mechanics.

Duties and Reporting

Describe primary responsibilities, supervisory relationships, and performance expectations to set objective bases for performance management.

Compensation and Benefits

Detail salary or rate, payment frequency, bonuses, equity grants, benefits eligibility, and any reimbursement policies with calculation methods.

Confidentiality and IP

Address proprietary information handling, assignment of inventions, and any trade secret protections tailored to the industry and role.

Termination and Remedies

Outline notice periods, severance, cause definitions, post‑termination obligations, and dispute resolution procedures including governing law.

Frequently asked questions about Employment Agreements

Answers to common questions about enforceability, eSigning, notarization, and amending Employment Agreements in the United States.


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