Employment Agreement with Chief Financial Officer

Employment Agreement with Chief Financial Officer

Employment 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 Company.

1. Employment and Duties. Pursuant to this Agreement, Company employs Employee in the capacity of Chief Financial Officer (CFO) and to perform such other duties consistent with his executive status, as may be determined and assigned to him by the President or Board of Directors of the Company.

2. Performance. Employee agrees to devote all of his time and efforts to the performance of his duties as CFO of the Company and to the performance of such other duties consistent with his status as CFO and as are assigned to him from time to time by the President or Board of Directors of the Company. Company agrees, however, that Employee may have time off to attend professional courses and programs necessary to his role as a certified public accountant.

3. Compensation. For all the services to be rendered by Employee in any capacity under this Agreement, including services as CFO, or any other duties assigned to him by the President or Board of Directors of the Company, Company agrees to pay Employee a salary of $ per annum for the first year of this Agreement, payable as follows:

A. $ of the per annum salary for the first year to be paid as of the effective date of employment of Employee.

B. The remainder of the per annum salary for the first year payable on periodic installments on the same terms and in the same manner as Company's general executive payroll.

C. For each subsequent year of this Agreement the salary to be paid at the same rate and in the same manner as stated above.

4. Term. Except in the case of earlier termination, as specifically provided below, the term of this contract shall be for years, commencing on .

5. Pension and Profit Sharing. Company shall include Employee in all Company pension and profit-sharing plans in a comparable manner as provided for its other executives.

6. Insurance

A. Company, at its expense, shall provide Employee with family coverage in a quality medical and hospitalization insurance program. Company, at its expense, shall also provide Employee with disability income insurance protection and any group life insurance that is provided for any other executive or principals of Company.

B. Employee agrees that Company, in its discretion, may apply for and procure in its own name and for its own benefit, life insurance on Employee's life in any amount or amounts considered advisable; and that he shall have no right, title or interest in such life insurance; and further, agrees to submit to any medical or other examination and to execute and deliver any application or other instrument in writing, reasonably necessary to effectuate such insurance.

7. Miscellaneous Benefits

Company agrees to provide Employee with the following benefits at Company's sole expense:

A. An mid-size late model automobile and shall pay all expenses including insurance, state property taxes and maintenance.

B. Professional dues and program costs for all professional organization memberships and continuing educational programs deemed reasonably necessary by Employee to maintain his professional standing as a certified public accountant and as CFO of Company.

C. Sick leave benefits as are granted pursuant to Company policy.

D. Vacation benefits as are granted pursuant to Company policy.

E. All expenses, including meals, lodging, transportation, and miscellaneous, for business and related travel. Company agrees to reimburse Employee for such travel expenses upon written request.

F. Disability benefits, to include payment to Employee of the periodic salary installments as stated above, for a period no more than months from the date of disability rendering Employee unable to perform his normal duties as CFO of the Company.

8. Nondisclosure of Confidential Information. Employee agrees with Company that he will not, either during the term of his employment or at any subsequent time, disclose to anyone any confidential information concerning the business or affairs of Company.

9. Covenant Not to Compete. Employee acknowledges that his services and responsibilities are of particular significance to Company and that his position with the Company does and will continue to give him an intimate knowledge of its business. Because of this, it is important to Company that Employee be restricted from competing with Company in the event of the termination of his employment. Therefore, Employee agrees that he shall not compete directly or indirectly with Company or its business for a period of years anywhere in .

10. Conflicting Obligations. Employee represents and warrants to Company that he is not now under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.

12. 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.

13. 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.

14. Governing Law

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

15. 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.

16. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary, 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.

18. 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.

19. 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.

20. 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.

21. Confidentiality

Contractor and Employer both acknowledge that all information and materials furnished from the Employer Broker concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement.

21. 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.

22. 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.

23. Necessary Acts and Further Assurances

The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement or to show the ability to carry out the intent and purposes of this Agreement.

24. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

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

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

WITNESS my signature on this the day of , 20.

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