Fill and Sign the Employment of Executive or General Manager in a Closely Held Corporate Business Form

Employment of Executive or General Manager in a Closely Held Corporate Business Employment Agreement made this _______________________________ (date) , between ___________________________________________ (name of Employer) , a Corporation organized and existing under the laws of ____________________________ (state) , with its principal office located at ______________________________________ ________________________________________________________________________ (street address, city, county, state, zip code) , hereinafter called Employer and ____________________________________ (Name of Employee) of _______________ ________________________________________________________________________ _____________________ (street address, city, county, state, zip code) , hereinafter called Employee . 1. Employment Employer employs Employee , and Employee accepts such employment, upon the terms and conditions set forth in this Agreement. 2. Duties and Authority A. Employee will occupy the position of _____________________________ (name of position) with the Employer and may be elected to serve as a director of the Employer . If Employee is relieved from the assigned position, Employee may elect early retirement and Employer agrees to consent to such early retirement. This right to early retirement will be the sole remedy of Employee for having been relieved from the assigned position. B. In this position, Employee will have the powers of a general manager (or chief operating officer) , subject to the control of the Board of Directors, and have general supervision, direction and control over the business and affairs of the Corporation and its Employee s. Employee will be primarily responsible for carrying out all orders and resolutions of the Board of Directors and such duties as may from time to time be assigned to Employee by the Board of Directors. C. In the absence of the chairman of the board at any shareholders or Board of Directors meeting, Employee will preside over that shareholders meeting and, if Employee is then a director of the Employer , will preside over the Board of Directors meeting. D. Employee agrees to devote ( his/her) full time, attention and best efforts to the performance of employment under this Agreement. E. Employee will not, during the term of this Agreement, directly or indirectly engage in any business, either as an Employee , Employer , consultant, principal, corporate officer, or in any other capacity, whether or not compensated, without the prior written consent of Employer , except for that time allocated for such purposes as contained in the Shareholders Agreement. 3. Terms of Employment The term of employment shall begin on the date of this Agreement, and shall extend until terminated as provided for in this Agreement. 4. Compensation Employee will receive compensation during the term of this Agreement as follows: A. A base annual salary of $_______________ payable either bi-monthly or monthly at the discretion of the Employee . The base salary shall be adjusted at the end of each year of employment to reflect any change in the cost of living by multiplying the salary for the prior year by a fraction, the numerator of which is the National Consumer Price Index (NCPI) for the month most recently released by the Bureau of Labor Statistics of the United States Department of Labor and the denominator of which is the NCPI for the identical month in the preceding year. If this index is discontinued, changed or unavailable, Employer shall determine and use a similar criterion for reflecting any increase in the cost of living. B. A bonus as determined by the Board of Directors at its annual meeting in the sole discretion of said Board. 5. Deferred Compensation If Employee retires after performing services for the Employer up until Employee reaches the age of ________ (retirement age) or retires at an earlier age with the approval of the Employer , Employee will be entitled to deferred compensation payments after retirement upon the following terms and conditions: A. For a period of _______ (number) years (the retirement period) , Employee will receive the following: 1. Base payments equal to _______% of the average total salary ( i.e., base salary plus any bonuses) paid to Employee during the last ________ (number) full years of employment prior to the month of retirement _______________ (the retirement salary base ). 2. Advisor payments equal to ________% of the retirement salary base, provided that Employee serves as an advisor and consultant to the Employer regarding its business. To earn the advisor payments, Employee will hold (himself/herself) available to perform services at reasonable times at the request of the Board of Directors of the Employer , consistent with any business activities Employee may be engaged in at such time. The Board of Directors of the Employer shall have the right to require the presence of Employee at any Board of Directors meeting, not exceeding more than one meeting per month, to act and serve in the advisory capacity. Attendance at these Board of Directors meetings shall not be required should Employee 's health prevent attendance; however, Employer shall have the right to demand a written statement from Employee prepared by a licensed medical examiner evidencing inability of Employee to attend the meeting or meetings. Employee will be reimbursed for all reasonable and necessary travel and incidental expenses incurred by Employee in connection with the performance of advisory services. 3. Noncompetition payments equal to _______% of the retirement base salary, provided that Employee will not, directly or indirectly, perform any business, commercial, or consulting services to any person, firm, or organization or become associated as a manager, employee, director, or owner of any business organization competing directly or indirectly with the Employer , whether or not compensated, without the prior written consent of Employer . If Employer and Employee are unable to agree on whether a particular business in which Employee attempts to engage is directly or indirectly in competition with the Employer , the matter will be submitted to arbitration under the provisions of Section 16 of this Agreement. B. The deferred compensation payments shall be made in equal monthly installments starting in the month following the month of retirement. C. In the event of the death of Employee prior to the expiration of the retirement period, the Employer will pay all remaining base payments specified in Subparagraph A-1 above, and no other deferred compensation payments, to any beneficiary of Employee designated by Employee in a written document filed with the Employer , or in the absence of such designation, the estate of Employee . The Employer may elect to pay these remaining base payments in a lump sum or in the equal monthly installments specified in Paragraph B . D. Employee shall not sell, assign, transfer or pledge, or in any other way dispose of or encumber, voluntarily or involuntarily, by gift, testamentary disposition, inheritance, transfer to any inter-vivos trust, seizure and sale by legal process, operation of law, bankruptcy, winding up of a corporation, or otherwise, the right to receive any deferred compensation pursuant to this Agreement. 6. Relocation If Employee is transferred and assigned to a new principal place of work located more than _______ (number) miles from Employee 's present residence, Employer will pay for all reasonable relocation expenses including: A. Transportation fares, meals, and lodging for Employee , (his/her) spouse and family from Employee 's present residence to any new residence located near the new principal place of work; B. Moving of Employee 's household goods and the personal effects of Employee and Employee 's family from Employee 's present residence to the new residence; C. Lodging and meals for Employee and Employee 's family for a period of not more than _______ (number) consecutive days while occupying temporary living quarters located near the new principal place of work; D. Round trip travel, meals, and lodging expenses for Employee 's family for no more than _______ (number) house-hunting trips to locate a new residence, each trip not to exceed _______ (number) days; and E. Expenses in connection with the sale of the residence of Employee including realtor fees, mortgage prepayment penalties, termite inspector fees, title insurance policy and revenue stamps, escrow fees, fees for preparing documents, state or local sales taxes, mortgage discount points (if in lieu of a prepayment penalty), and seller's attorneys' fees (not to exceed _________ % of the sales price). At the option of Employee and in lieu of reimbursement for these expenses, Employee may sell the residence of Employee to the Employer at the fair market value of the residence determined by an appraiser chosen by the Employer . The appraisal will be performed within _______ (number) days after notice of transfer, and notice of appraised value will be submitted by report to Employee . Employee will have the right to sell the residence to the Employer at the appraised price by giving notice of intent to sell within ________ (number) days from the date of the appraisal report. The term residence shall mean the property occupied by Employee as the principal residence at the time of transfer and does not include summer homes, multiple-family dwellings, houseboats, boats, or airplanes, but does include condominium or cooperative apartment units and duplexes (two-family) occupied by Employee . 7. Medical and Group Insurance Employer agrees to include Employee in the group medical and hospital plan of Employer , when such plan is established, and will provide group life insurance for Employee in the amount of not less than $_______________ of life insurance during the term of employment. 8. Vacation Employee shall be entitled to _______ (number) weeks of paid vacation during each year of employment; the time for the vacation shall be mutually agreed upon by Employee and Employer . If vacation is not taken, for the benefit of the Employer , Employee shall be reimbursed at (his/her) base salary rate for time not taken) 9. Automobile Employer will provide to Employee , during the term of this Agreement, the use of a new automobile of Employee 's choice, at a price not to exceed $_____________, and will replace the automobile with a new one every ________ (number) years. Employer will pay all automobile operating expenses incurred by Employee in the performance of Employee 's business duties. The Employer will procure and maintain in force an automobile liability policy for the automobile with coverage, including Employee , in the minimum amount of $______________ of automobile liability insurance, combined single limit on bodily injury and property damage. 10. Expense Reimbursement Employee shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Employee in the performance of Employee 's duties. Employee will maintain records and written receipts as required by federal and state tax authorities to substantiate expenses as an income tax deduction for Employer and shall submit vouchers for expenses for which reimbursement is made. 11. Permanent Disability A. If Employee becomes permanently disabled (as defined below) during employment with Employer , Employer may terminate this Agreement by giving _______ (number) days' notice to Employee of its intent to terminate, and, unless Employee resumes performance of the duties set forth in Section Two within ______ (number) days of the date of notice and continues performance for the remainder of the notice period, this Agreement will terminate at the end of the ______ (number) -day period. Permanently disabled for the purpose of this Agreement will mean the inability, due to physical or mental ill health, or any reason beyond the control of Employee , to perform Employee 's duties for _______ (number) consecutive days or for an aggregate of ______ (number) days during any one employment year irrespective of whether such days are consecutive. B. Upon termination of employment under the provisions of the above Paragraph A , Employee may have any deferred compensation to which the Employee may be entitled under the provisions of Section Five paid to (him/her) upon giving notice to the Employer . For the purposes of Section Five , termination under Paragraph A of this Section shall be considered retirement ; Employee will be excused from performing advisory services as required under Section Five , Subparagraph A-2 , but shall nevertheless be entitled to advisory payments except to the extent limited by death of Employee as set forth in Section Five , Paragraph C . C. Employer shall maintain, at its expense, a disability policy covering Employee for a dollar amount specified by Employee . This amount may not exceed 100% of Employee’s base salary. 12. Termination A. This Agreement shall immediately be deemed terminated by death of Employee. B. This Agreement may be terminated by Employer by giving (number) days' notice to Employee if Employee willfully breaches or habitually neglects the duties to be performed under Section Two , or engages in any conduct which is dishonest or damages the reputation of Employer . C. . This Agreement may be terminated by Employee , without cause by giving ______ (number) days' notice to Employer . D. If employment is terminated pursuant to Paragraph B or C above, Employee will be entitled to only base salary compensation earned prior to the date of termination as provided for in Section Three of this Agreement computed pro rata up to and including the date of termination. Employee shall not receive the deferred compensation payments provided for in Section Four , Paragraph B , and Section Five , respectively. E. If Employer is acquired, is a non-surviving party in a merger or transfers substantially all of its assets, this Agreement shall not be terminated and Employer agrees to take all actions necessary to ensure that the transferee or surviving company is bound by the provisions of this Agreement. 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 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 . 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. 17 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. 18. 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. 19. 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. 20. 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. WITNESS our signatures as of the day and date first above stated. ___________________________ (Name of Employer) By: _________________________ _____________________________ ____________________________ _____________________________ (P rinted or typed name) Name and Signature of Employee _____________________________ (Name and Office in Corporation)