Managing Directors Agreement

Employment Contract with Managing Director for Public Relations

Employment Agreement made on the , between of , referred to herein as Employee, and , a Employer organized and existing under the laws of the state of , with its principal office located at , referred to herein as Employer.

Whereas, Employer is engaged in the business of (describe business) ; and

Whereas, Employer desires to retain a Managing Director for Public Relations; and

Whereas, Employee desires to be retained as such Managing Director for Public Relations; and

Whereas, Employer desires retain Employee as its Managing Director for Public Relations;

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:

I. Employment and Duties

A. Employer employs Employee to serve as its Managing Director for Public Relations to perform the duties set forth in Subparagraph B as well as such other duties as may be determined and assigned to Employee by (designation of officer, e.g., Chief Operating Officer) .

B. Employee accepts and agrees to act as such Managing Director for Public Relations, and agrees to be subject to the general supervision, advice and direction of the Employer and the Employer's (designation of officer, e.g., Chief Operating Officer) . Employee shall also perform such other duties as are customarily performed by a Managing Director for Public Relations, such other and unrelated services and duties as may be assigned to the Employee from time to time by the Employer, and the duties specifically set forth in Exhibit A attached hereto and incorporated herein by reference.

C. Employee agrees to perform faithfully, industriously, and to the best of the Employee's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of the Employer.

II. Compensation of Employee

As compensation for the services provided by the Employee under this Agreement, the Employer will pay the Employee an annual salary of $ payable (e.g., monthly on the first day of each month) . The salary shall be reviewed (e.g., the first day June each year) for merit increases. Except as specifically set forth in this Agreement, upon termination of this Agreement, payments under this Paragraph shall cease; provided, however, that the Employee shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Employee has not yet been paid and accrued vacation, but untaken, vacation time.

III. Expense Reimbursement

Employer shall pay or reimburse Employee for all reasonable and necessary business, travel or other expenses incurred by him in the course of his duties with the prior consent of the Employer, upon proper documentation thereof.

IV. Vacation

Employee shall be entitled to of paid vacation each year. Such vacation must be taken at a time mutually convenient to the Employer and the Employee, and must be approved by the Employer. Requests for vacation shall be submitted to the Employee's (designation of officer, e.g., Chief Operating Officer) days in advance of the requested beginning date.

V. Termination

This Agreement shall continue in effect until terminated as provided below.

A. Either party shall have the right, at any time, to cancel and terminate this agreement by giving at least days' written notice to the other party.

B. This Agreement shall also terminate upon the death, disability, termination of employment of the Employee for cause, as hereinafter defined, and termination of the employment of Employee without cause.

1. Termination for Cause.

In the event of a termination for cause, Employer shall pay Employee all accrued and unpaid Salary and vacation through the date of termination.

2. Termination without Cause.

In the event of a termination without cause, Employer shall pay Employee all accrued and unpaid Salary and vacation through the date of termination and the sum of $ as liquidated damages in full settlement of any claim of breach of contract or violation of state or federal law that Employee has against Employer. Employee must sign a Release with terms satisfactory to Employer before being entitled to receive such payment.

3. Termination upon Death.

In the event of a termination upon the death of Employee, the Employer shall pay to any person designated by the Employee in writing or, if no such person is designated, to his estate, the pro-rata balance of the salary which would otherwise be payable to the Employee for the month in which death occurred. In addition, the Employer shall pay for months from the date of death, on behalf of the Employee's surviving dependents, the COBRA insurance premiums of such dependents. No provisions of this Agreement shall limit any of the Employee's rights under any insurance, pensions or other benefit programs of the Employer for which the Employee shall be eligible at the time of such death.

4. Termination upon Disability.

In the event of a termination upon the Disability of Employee, the Employer shall pay to the Employee or any person designated by the Employee an amount equal to Disability Payment, as herein defined, for months. The Disability Payment shall be an amount equal to the Salary which would otherwise be payable to Employee, less any monies received by Employee or any person designated by the Employee pursuant to disability income policies maintained by the Employer on behalf of the Employee. Upon termination upon Disability, the Employer shall pay for months from the date of Disability, the COBRA insurance premiums of the Employee and his dependents.

5. Definition of "For Cause".

As used herein, the term For Cause shall mean (i) Employee's conviction in a court of law of any crime or offense involving willful misappropriation of money or other property or any other crime involving moral turpitude which constitutes a felony, whether or not involving the Employer; (ii) disobedience of a material directive from Employer; (iii) Employee's habitual drunkenness or habitual use of illegal substances; or (iv) breach of his responsibilities under this Agreement.

6. Definition of Disability

The term Disability, as used herein, shall include a situation where Employee is mentally or physically incapable or unable to perform his regular and customary duties of employment with the Employer for a period of days in any day period.

VI. Confidentially

The Employee recognizes that the Employer has and will have information regarding the following: inventions, products, product design, processes, technical matters, trade secrets, copyrights, customer lists, prices, costs, business affairs, future plans, and other vital information items (collectively, Information) which are valuable, special and unique assets of the Employer. The Employee agrees that the Employee will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of the Employer. The Employee will protect the Information and treat it as strictly confidential. A violation by the Employee of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

VII. Confidentiality after Termination of Employment

The confidentiality provisions of this Agreement shall remain in full force and effect for a month period after the termination of the Employee's employment.

VIII. Covenant Not to Compete

The Employee recognizes that the various items of Information are special and unique assets of the Employer and need to be protected from improper disclosure. In consideration of the disclosure of the Information to the Employee, the Employee agrees and covenants that for a period of months following the termination of this Agreement, whether such termination is voluntary or involuntary, the Employee will not directly or indirectly engage in any business competitive with the Employer. This covenant shall apply to the geographical area that includes (describe)

Directly or indirectly engaging in any competitive business includes, but is not limited to: (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of the Employer for the benefit of a third party that is engaged in such business. The Employee agrees that this non-compete provision will not adversely affect the Employee's livelihood.

IX. 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.

X. Governing Law

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

XI. 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.

XII. 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.

XIII. 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.

XIV. 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.

XV. 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.

XVI. 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, Employer, or other entity without the prior, express, and written consent of the other party.

XVII. 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.

In this contract, 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.

EXHIBIT A

Specific Duties of Managing Director for Public Relations

In addition to the duties set forth in the Employment Contract with Managing Director for Public Relations, to which this Exhibit is attached to and made a part of by reference, specific duties of Employee shall include the following:

• Supervise Pubic Relations Staff;
• Ensure Staff is meeting client deadlines;
• Ensure Staff is executing strategy/communications plans;
• Supervise Staff, providing them with training, counsel and other support, as needed;
• Serve as senior-level client contact;
• Monitor and ensure overall client satisfaction;
• Develop and recommend communications strategies and plans for clients;
• Oversee new business development;
• Oversee all media contact and advertisements;
• Oversee new biz proposal development;
• Oversee Employer marketing;
• Identify, suggest, and develop platforms for promoting the Employer such as sponsorships, panels, and byline opportunities;
• Oversee development of strategy for increasing online presence;
• Oversee all aspects of the operations of the public relations office; and
• Make budget recommendations for the public relations office and any needed changes in the administrative structure.