Fill and Sign the Employment of President of Logistics and Freight Forwarding Form

Employment of President of Logistics and Freight Forwarding Company Employment Agreement made on the _________________ (date), between _________________________ (Name of Employee) of _______________________________ ___________________________________________ (street address, city, county, state, zip code), referred to herein as Employee, and _______________________ (Name of Employer) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ________________________________________________________ __________________ (street address, city, county, state, zip code), referred to herein as Company. Whereas, Company owns an operates a logistic and freight forwarding business engaged in arranging, storage and shipping of merchandise on behalf of its shippers, andWhereas, Company provides a full range of services including tracking inland transportation, preparation of shipping and export documents, warehousing, booking cargo space, negotiating freight charges, freight consolidation, cargo insurance, and filing of insurance claims; andWhereas, Company desires to employ Employee as President pursuant to the terms of the Agreement; and Whereas, Employee desires to be employed by Company as President pursuant to the terms of the 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:1. EmploymentCompany agrees to employ Employee , and Employee agrees to serve as President of the Company, during the period of employment, as defined in Section 2. During the period of employment, Employee also agrees to serve as a Director of the Board of Directors of Company, as well as a member of any committee of the Board of Directors of the Company to which Employee may be elected or appointed. Company agrees to take the steps necessary to facilitate the election of Employee to the Board of Directors of Company as soon as possible after the execution of this Agreement. At its meeting held on ___________________ (date of meeting), the Board of Directors of Company elected Employee to the post of President of Company effective as of the date of this Agreement. It is the intention of the board of directors to re-elect Employee to such position during the balance of the period of employment.2. Period of Employment The period of employment shall be the period commencing on __________________ (commencement date) and ending on _________________ (termination date), and the period of any extensions in accordance with the further provisions of this Section. The period of employment shall be extended automatically without further action by either party for a successive one-year period or periods, not to exceed ______ (number) such periods, beginning on __________________ (month and day) in the years _________ (year) through _________ (year), respectively, and ending on ___________________ (month and day) in the years __________ (year) through _________ (year), respectively, unless either party shall have served written notice in accordance with this Agreement upon the other party not less than _______ (number) days prior to _______________ (month and day) in the years __________ (year) through ___________ (year), respectively, of the intention that the period of employment under this Agreement shall terminate.3. Duties During Period of EmploymentEmployee shall devote his full business time, attention and best efforts to the affairs of Company and its subsidiaries during the period of employment, provided, however, that Employee may engage in other activities, such as activities involving charitable, educational, religious and similar types of organizations, speaking engagements, and similar activities to the extent that such other activities do not inhibit or prohibit the performance of his duties under this Agreement, or conflict in any material way with the business of Company. Employee shall be employed by the Company as President and shall, in general, supervise and control all of the business and affairs of the Company. 4. Compensation and Fringe BenefitsA.Salary. As compensation for Employee's services under this Agreement, the Company shall pay to Employee an initial salary at an annual rate of $____________, hereinafter called the Base Salary. Employee 's Base Salary will be payable in accordance with the Company's regular payroll practices in effect from time to time during Employee 's employment, but not less than monthly. Employee 's Base Salary shall be reviewed by the Company no less often than annually and shall be adjusted upon review as determined by the Company.B. Fringe Benefits . Fringe Benefits such as retirement, insurance, vacation, expense reimbursement, travel allowance and other such Benefits are described in Exhibit A attached hereto and made a part hereof. C. Payments After Termination of Employment.Regardless of the reason for the termination of Employee's employment, whether by Employee or the Company, whether or not due to Employee's death or disability, and whether or not for cause, Employee , or his Estate, will receive unpaid Base Salary for any days actually worked by Employee prior to the termination of his employment, expense reimbursement for all reasonable expenses incurred by him in connection with the performance of his duties prior to the termination of his employment, and payment for accrued but unused vacation pay to the extent Employee may be eligible for such payment under the Company's policies.5. Termination of EmploymentA. Death of Employee. Employee's employment under this Agreement shall immediately terminate upon his death.B. Employee's Disability. Employee's employment under this Agreement may be terminated by the Company in the event of Employee's disability, which shall mean Employee's inability, for a total of _______ (number of weeks) weeks or more in any rolling ______ (number) -month period to perform the essential duties of Employee's position, with any reasonable accommodation required by law, due to a mental or physical impairment which substantially limits one or more major life activities. The determination as to whether Employee has a disability shall be made by a physician selected by the Company, and Employee agrees to submit to reasonable medical examinations upon the request and at the expense of the Company. C. Termination for Cause. Company may terminate Employee's employment at any time for cause, which for purposes of this Agreement shall mean any of the following: 1. Self-dealing, willful misconduct, fraud, misappropriation, embezzlement, dishonesty, or misrepresentation (other than a good faith dispute over an expense account charge that is of an immaterial and insignificant amount); 2.Being charged by governmental authorities with or convicted of a felony; 3. Material failure of Employee to perform his known duties and responsibilities to the Company which persists for more than ______ (number) days after written notice or which recurs [i.e., the same or substantially similar matter which has been cured after written notice from the Company occurs again within the succeeding ______ (number) -month period]; 4.Gross negligence which persists for more than _______ (number) days after written notice from the Company or which recurs; 5. Any violation of the Company 's Code of Business Conduct and Ethics (as it may be amended, restated, or replaced from time to time) which causes, or is likely to cause, a material or significant injury to the Company or which recurs;6. Violation in any material respect by Employee of any policy, rule, or reasonable direction or regulation of the Company which persists for more than _______ (number) days after written notice or which recurs; 7. Any violation by Employee of the provisions of Section 6 below regarding disclosure of confidential information; or 8. Any violation by Employee of any material provision of this Agreement which persists for more than ______ (number) days after written notice or which recurs.D. Nondisclosure Agreement. Termination of Employee's employment either by Employee or the Company, whether with or without cause, and whether or not due to Employee's death or disability, shall not release Employee from Employee 's obligations and restrictions Section 6 below.6. Nondisclosure of Confidential Information Employee agrees that for and during the entire term of this Agreement, any information, data, figures, sales figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, promotions, and the like, shall be considered and kept as the private and privileged records of Company and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of the Board of Directors of Company. Further, upon termination of this Agreement for any cause, Employee agrees that he will continue to treat as private and privileged any information, data, figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, and the like, and will not release any such information to any person, firm, corporation, or other entity, either by statement, deposition, or as a witness, except upon direct written authority of the Board of Directors of Company, and Company shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information.7. Covenant Not to CompeteDuring the period Employee is under contract with Employer, and for a period of _____ years after termination of said contract, Employee will not directly or indirectly: A. Recruit, solicit, induce, or attempt to induce any of the employees or customers of the Employer to terminate their employment or contractual relationship with Employer.B. Solicit, divert, take away, or attempt to divert or take away, from the Employer any of its business or the patronage of its customers, clients, accounts, vendors or suppliers for products, sold, distributed or processed by the Employer, and Employee shall not assist any other person to do so.C. If any restriction set forth in this Section 7 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.D. The restrictions contained in this Section 7 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 7 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.8.Representation and Warranties of CompanyCompany 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 valid and binding obligation of Company in accordance with its terms.9. SeverabilityThe 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. 10. 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. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 12. 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. 13. Mandatory ArbitrationAny 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. 14. 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. 15. 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. 16. 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. 17. 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 this _______ day of ___________________, 20____. ______________________________(Name of Company) ________________________ By:_________________________ (Printed name) ___________________________ ________________________ (Printed name & Office in Corporation) (Signature of Employee) ____________________________ (Signature of Officer)