Fill and Sign the Employment Agreement Contract 481378437 Form

EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of ___________________, 20__, by and between _____________________________, Inc., a corporation organized under the laws of the State of _________________ (hereafter referred to as "Employer") and __________________________, an individual (hereafter referred to as "Employee"). In consideration of the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Employment. (a) Employer hereby agrees to employ Employee, and Employee agrees to serve as an employee of Employer or as an employee of one or more of its subsidiaries, during the Period of Employment, as defined in Section 2, in such executive capacity as is set forth here in. During the Period of Employment, Employee also agrees to serve as a Director of the Board of Di rectors of Employer, as well as a member of any committee of the Board of Directors of the Employer to which Employee may be elected or appointed. Employer agrees to take the steps ne cessary to facilitate the election of Employee to the Board of Directors of Employer as soon as possible after the execution of this Agreement. At its meeting held on the ______ day of ________________________, 20___, the Board of Directors of Employer elected Employee to the additional posts of President and Chief Executive Officer of Employer effective a s of the date of this Agreement. It is the intention of the Board of Directors to reelect Employee to such positions during the balance of the Period of Employment. (b) If after the annual meeting of the Board of Directors of Employer in 20__ or at any ti me thereafter during the Period of Employment, the Board of Directors fails, without Employee's consent, to elect or reelect Employee as President and Chief Executive of Em ployer and as a Director of Employer, or removes Employee from such offices or directorship, or if at any time during the Period of Employment, Employee shall fail to be vested by the Board of Direct ors of Employer with the power and authority of President and Chief Executive Officer of Employer or -2- Employee shall lose any significant duties or responsibilities attending such offices, Employee shall have the right by written notice to Employer to terminate his services here under, effective as of the last day of the month of receipt of such notice, in which event the Pe riod of Employment, as hereinafter defined, shall so terminate on such last day of the month; suc h termination under such circumstances shall be deemed pursuant to paragraph (a) of Section 7 hereof as a termination by Employer other than for material breach or just cause wi th all of the consequences which flow from such termination. 2. Period of Employment . The "Period of Employment" shall be the period commencing on the _____ day of ____________________, 20__ and ending on the _____ day of ___________________, 20__, and the period of any extensions thereof in accordance with the further provisions of this Section. The Period of Employment shall be extended automatically without further action by e ither party for a successive on-year period or periods, not to exceed five (5) such periods, beginning on the ______ day of _____________, in the years 20__ through 20___, respectively, and ending on the ______ day of ___________________ in the years 20__ through 20__, respectively, unless either party shall have served written notice in accordance with the provisions of Secti on 10 hereof upon the other party not less than sixty (60) days prior to the _____ day of ______________ in the years 20____ through 20___, respectively, of its or his intention that the Period of Employment under this Agreement shall terminate. 3. Duties During the Period of Employment. Employee shall devote his full business time, attention and best efforts to the affa irs of Employer and its subsidiaries during the Period of Employment, provided, however, that Employee may engage in other activities, such as activities involving charitabl e, educational, religious and similar types of organizations, speaking engagements, membership on the Board of Directors of other organizations (as Employer may from time to time agree to), a nd similar type activities to the extent that such other activities do not inhibit or prohibit the performance of his -3- duties under this Agreement, or conflict in any material way with the business of Employer and its subsidiaries. 4. Current Cash Compensation. (a) Base Annual Salary. Employer will pay to Employee during the Period of Employment commencing on the _____ day of _____________, 20__ and ending on the _____ day of ____________, 20__, a base annual salary of $________, during the Period of Employment commencing on the _____ day of _________, 20__ and ending on the _____ day of __________, 20__ a base annual salary of $__________, and thereafter during the Period of Employment a base annual salary of $______, payable in substantially equal monthly installments during each calendar year, or portion thereof, of the Period of Employment; provided, however, it is agreed between the parties that the Employer shall review annuall y, and in light of such review may, in the discretion of the Board of Directors, increase such base annual salary taking into account Employee's then responsibilities, increase in the cost of living, increases in compensation of other executives of Employer and its subsidiaries, increases in salaries of executives of other corporations, performance by Employee, and other pertinent factors. (b) Bonus. During the Period of Employment, Employer, in its sole discretion, will ward Employee an annual bonus based on his performance and other factors; provided, however, that Employer will pay Employee a minimum annual bonus in respect of his services for each calendar year of $_________. If the Period of Employment should terminate other than at the end of a calendar year, Employer will pay Employee as his last bonus a minimum of that portion of $_________ prorated over the number of complete months of service during the last calendar year of service; provided, however, that the minimum bonus for 20__ shall be $________ regardless of whether the Period of Employment shall terminate during 20___. While not being legally required to pay any bonus in excess of the minimum bonus, Employer agrees to t ake into account, in determining the amount of the annual bonus, the factors described in paragraph (a) -4- hereof. The bonus in respect of any calendar year shall be paid on or before the _____ day of _________ of the succeeding calendar year. 5. Incentives. (a) Restricted Stock. On the date of this Agreement, Employer shall award to Employee 50,000 shares of its "restricted stock." The shares shall be shares of common stock of the Employer and may be authorized but unissued shares or shares acquired by Employer and held in its treasury. Except as hereinafter provided, the restricted stock will be forthwith forfeited to Employer in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation, ma de or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. The foregoing restrictions will lapse with respect to 10,000 shares and such shares will become non-forfeitable on the _____ day of ______________, 20__. The restrictions and Employer's forfeiture rights will lapse with respect to an additional 10,000 shares on the _____ day of ________________, 20__ of each of the succeeding four (4) years. Except for these restrictions, Employee as owner of the restricted stock shall have all the rights of a stockholder, including, but not limited to, the right to receive all dividends paid on the stoc k and the right to vote the stock. Each certificate issued in respect of the restricted stock shall be registered in Employee's name and deposited by him, together with a stock power endorsed in blank, with Employer a nd shall bear the following (or a similar) legend: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Employment Agreement entered into between the registered owner and _____, Inc." -5- At the expiration of the restrictions, Employer shall deliver to Employee (or his legal representative, beneficiary or heir) the shares of common stock deposited with it. If the Period of Employment shall be terminated other than pursuant to paragraph (a) of Section 7 hereof, or by reason of death or permanent disability of Employee, any shares which remain subject to the restrictions shall, upon such termination, be forfeited and returne d to Employer, provided, however, that Employer may, but need not, determine that some or all of such shares shall be free of restrictions and shall not be forfeited. (b) Stock Option. On the date of this Agreement, Employer shall grant to Employee an option to purchase all or part of an aggregate of 250,000 shares of Employer's common stock at a purchase price per share equal to its then fair market value. Fair market value for purposes of this Section and this Agreement shall be established in accordance with any reasona ble valuation methods determined by Employer. No shares may be purchased hereunder before the ______ day of _______________________, 20__. The option shall terminate entirely at the earlier of (i) the close of business on the _____ day of _____________, 20___ or (ii) termination of the Period of Employment other than pursuant to paragraph (a) of Section 7 hereof (but excluding a termination of the Period of Employment by reason of death or permanent disability of Employee). Subject to the foregoing, the option may be exercised as to 50,000 shares beginning on the _____ day of __________, 20__ and as to an additional 50,000 shares beginning on the _____ day of __________ of each of the succeeding four (4) years. If Employee dies or becomes permanently disabled before the option has been exercised as to a share or sha res, his estate (or, in the case of disability, Employee or his conservator or other guardian) may exe rcise the option as to such share or shares at the times at which Employee could have e xercised it if such event had not occurred. At the time of exercise of the option and prior to the delivery of such shares, Employee shall pay in cash to Employer the sum of (i) the aggregate option price of all shares purchased pursuant to an exercise of the option; and (ii) an amount equal to the Federal, Stat e, and City -6- income taxes, if any, required to be withheld and paid by Employer in respect of the taxable compensation, if any, resulting from such exercise. In lieu of making payment in cash for t he aggregate option price of shares purchased pursuant to the exercise of the option, Employee may make such payment (i) by delivery to Employer of stock of __________, Inc., owned by Employee (other than restricted stock described in paragraph (a) hereof) having a fair ma rket value at least equal to the aggregate option price or (ii) partly in cash a nd partly by delivery of stock. If the fair market value of stock so delivered exceeds the aggregate option price (or part thereof), Employer will pay to Employee in cash an amount equal to the fair marke t value of the fractional portion of any share of stock so delivered and not applied by Employer in payment of the option price and a certificate for any whole shares of stock not required to be a pplied by Employer in payment of the option price. Employee shall not have any of the rights and privileges of a stockholder of Employer with respect to the shares deliverable upon any exe rcise of the option unless and until certificates representing such shares shall have been deli vered to him. In the event of any merger, consolidation or other reorganization of Employer in which Employer is not the surviving or continuing corporation, unless the surviving corporation agrees to grant Employee options on terms substantially equivalent to the forgoing, all or a porti on of the shares remaining subject to the option may be purchased by Employee immediately. 6. Other Employee Benefits. (a) Vacation and Sick Leave. Employee shall be entitled to reasonable paid annual vacation periods and to reasonable sick leave. (b) Regular Reimbursed Business Expenses. Employer shall reimburse Employee for all expenses and disbursements reasonably incurred by Employee in the performance of his duties during the Period of Employment, and such other facilities or services as Employer and Employee may, from time to time, agree are reimbursable. -7- (c) Life Insurance. During the Period of Employment, Employer shall procure and pay all premiums on a term life insurance policy, effective the date of this Agreement, with a face value of at least $__________ (less the amount of group term insurance, if any, provided under an insurance plan maintained by the Employer for its employees generally) for the benefit of a beneficiary designated by Employee. (d) Employer's Benefit Plans or Arrangements. In addition to the cash compensation provided for in Section 4 hereof, Employee, subject to meeting eligibility provision and to the provisions of this Agreement, shall be entitled to participate in all employee be nefit plans of Employer, as presently in effect or as they may be modified or added to by the Empl oyer from time to time. (e) Reimbursement for Temporary and Incidental Expenses. In consideration of his acceptance of employment pursuant to this Agreement, Employee and his spouse expect to incur certain special and temporary expenses for which Employer agrees to reimburse Employee , subject to the further provisions of this paragraph (e), namely: (i) reasonable travel expenses to and from the City of ________________ to the City of _________________ or its suburbs which are incurred by Employee and his spouse until the _____ day of _____________, 20___, (ii) moving expenses, in accordance with Employer's policies, from the City of __________ to the City of __________ or its suburbs, (iii) temporary living expenses, and (iv) incidental expenses, if any, incurred in disposing of Employee's present residence in the City of __________, and purchasing a residence in the City of __________ or its suburbs. Employee shall furnish Employer with itemized vouchers covering such expenses. (f) Counsel Fees. Employer shall pay, or reimburse to Employee, the reasonable fees and expenses of Employee's personal counsel for professional services rendered to Employee in connection with this Agreement and matters related thereto. (g) Shortfall in Medical and Dental Insurance Coverage. To the extent Employer does not provide Employee with medical and dental insurance which is substantially comparable to that -8- provided by Employee's previous employer as of the ______ day of ________________, 20___, Employer will pay any of Employee's medical and dental expenses which otherwise would have been covered. Payments made pursuant to this paragraph will be adjusted to reflect any increase in income taxes required to be paid by Employee by reason of receipt of such payments ove r the taxes Employee would have been required to pay if the benefits had been derived from plans maintained by his previous employer. (h) Shortfall in Pension Benefits. Employer shall pay to Employee (and to his spouse or beneficiary, if the form of pension includes a continuing payment to his spouse or beneficiary after his death) a supplemental pension equal to the difference between (i) the pensi on Employee or his spouse or beneficiary would have received under Employer's pension plan if Employee's years of service with his previous employer had been taken into account and (ii) the a ggregate of (A) the pension actually payable under the Employer's plan and (B) the pension actually payable under the previous employer's plan. (i) Loss of Bonus, Etc. Employer shall reimburse Employee on the _____ day of ___________________, 20___ in an amount not to exceed $_________ in respect of forfeited interests relating to profit sharing, stock options, bonus and other items that Employee most likely would have received from his previous employer. (j) Purchase of Old Residence. Employer shall cause to be acquired from Employee his residence in the City of ____________ for a price equal to his original cost plus costs incurred for capital improvements. (k) Loan to Purchase and Renovate New Residence. Employer shall loan to Employee an amount equal to the cost of an apartment or house (plus the cost of necessary renovations) in the City of ____________ area, in an amount not to exceed $_________. The loan shall be evidenced by a note of Employee. The loan will bear interest at the rate of 10 percent per annum payable annually on the unpaid principal amount; and the principal will be payable i n full within 10 years after the loan is made, and may be prepaid by Employee at any time . In the event of -9- termination of the Period of Employment pursuant to paragraph (a) of Section 7 or by reason of death or permanent disability of Employee, any unpaid principal and accrued but unpaid interest shall be payable in full on the later of the date sixty (60) days after such termina tion on the _____ day of _________________, 20___. In the event of termination of the Period of Employment for any other reason, such amounts shall be payable in full on the date of such termination. (l) Permanent Disability. If during the Period of Employment, Employee shall become permanently disabled, Employer shall pay Employee $______ for each year (and additional fractional portion thereof) from the date of disability to the _____ day of _______________, 20___, less any amounts paid or payable to Employee under any long-term disability plan or pension plan maintained by the Employee pursuant to this paragraph shall be paid in substantial ly equal monthly installments. For the purposes of this paragraph (1) and this Agreement, "permanent disability" means inability to perform the services of President and Chief Executive Officer of t he Employer required hereunder due to physical or mental disability which continues for one hundred eighty (180) consecutive days in any period of twelve (12) months, and "date of disability" means the day following the close of such 180-day period. Evidence of such disability shall be certified by a physician acceptable to both Employer and Em ployee. Evidence of such disability, as so certified, shall be conclusive notwithstanding that a disability policy, or clause in an insurance policy, covering Employee shall contain a different definition of "permanent disability." If Employer and Employee cannot agree on such a physician, or if Employee feels that he is able to perform his duties hereunder, the question of whether Employee is "permanently disabled," within the meaning of this Agreement, shall be submitted to a panel of three (3) impartial and reputable physici ans, one selected by Employer, one selected by Employee and the third to be selected by the -10- then president of the Medical Society for ______ County, State of ___________________. The panel's determination of Employee's ability so to perform shall be binding on the parties hereto. For purposes of this Agreement, the Period of Employment will be deemed to terminate on the day immediately preceding the date of disability. 7. Termination. (a) Termination by Employer other than for Material Breach of Just Cause; Voluntary Terminations. If Employer should terminate the Period of Employment for other than mate rial breach or just cause, as herein defined, or if Employee should voluntarily terminate the Period of Employment pursuant to paragraph (b) of Section 1 or due to a breach of this Agreement by Employer, in addition to all othe r benefits payable as provided for hereunder, Employer shall forthwith pay to Employee in one lump sum the amounts otherwise payable to Employee pursuant to paragraphs (a) and (b) of Section 4, discounted to present value at the rate of 15 percent per annum. In addition, the option desc ribed in paragraph (b) of Section 5 hereof shall be exercisable by Employee immediately or a t any other time or times on or before the termination of the option pursuant to such paragraph as to any share or shares subject to such option for which the option has not yet been exercised. Finally, the restrictions on the shares of restricted stock described in paragraph (a) of Se ction 5 hereof will lapse immediately, and such shares will become non-forfeitable. The foregoi ng provisions are subject to the proviso that if the Period of Employment should terminate on or after the _____ day of __________________, 20___, the payments and other benefits received pursuant to this paragraph (including shares of restricted stock with respect to which t he restrictions have already lapsed and shares of such stock with respect to which such rest rictions lapse by virtue of this paragraph, but excluding any dividends with respect to shares of such restricted stock and the value of any stock option granted pursuant to paragraph (b) of Section 5) may not exceed an aggregate fair market value of $__________. -11- "Material breach" and "just cause" shall mean willful misconduct in following the legitimate directions of the Board of Directors'; conviction of a felony; habitual drunkenness; excessive absenteeism not related to illness, sick leave or vacations, but only after notic e from the Board of Directors followed by a repetition of such excessive absenteeism; dishonesty; or continuous conflicts of interest after notice in writing from the Board of Directors. (b) Resignation by Employee. If during the Period of Employment, Employee shall exercise his right of termination under paragraph (b) of Section 1, he shall resign voluntarily as Director and as an employee of Employer upon the notice set forth in such paragraph (b). 8. Nondisclosure . Employee shall not, at any time during or following the Period of Employment, disclose, use, transfer or sell, except in the course of employment with Employer, any confidential information or proprietary data of Employer and its subsidiaries so long as such information or proprietary data remains confidential and has not been disclosed or is not otherwise in the public domain. 9. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Employer's case, to its Secretary) or thirty-six (36) hours after deposit thereof in the United States mails, postage prepaid, for delivery as registered or ce rtified mail -- addressed, in the case of Employee, to the Employee's residential address, and in the case of Employer, to its corporate headquarters, attention of the Secretary, or to such other a ddress as Employee or Employer may designate in writing at any time or from time to tim e to the other party. In lieu of personal notice or notice by deposit in the United States mail, a pa rty may give notice by telegram or telex. 10. Representations and Warranties of Employer. Employer represents and warrants that the execution of this Agreement has been duly authorized by resolution of its Board of Directors, and that this Agreement constitutes a va lid and binding obligation of Employer in accordance with its terms. -12- 11. Miscellaneous. This Agreement constitutes the entire understanding between Employer and Employee relating to employment of Employee by Employer and its subsidiaries and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement. This Agreement may be amended but only by a subsequent writte n agreement of the parties. This Agreement shall be binding upon and shall inure to the be nefit of Employee, his heirs, executors, administrators and beneficiaries and to the benefit of E mployer and its successors. IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the year and day first above written. EMPLOYER: _____________________________ By: _____________________________________ EMPLOYEE: _____________________________ Signature Print Name: ______________________________