Sample provisions for an employment contract or employment agreement.

Sample 1

Executive agrees to cooperate with company and its attorneys, both during and after the termination of executives employment, in connection with any litigation or other proceeding arising out of or relating to matters of which executive was involved prior to the termination of executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to company’s counsel, experts and consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that executive’s cooperation is requested after the termination of executives employment, company will (x) seek to minimize interruptions to executive’s schedule to the extent consistent with its interests in the matter; and (y) reimburse executive for all reasonable and appropriate out-of-pocket expenses actually incurred by executive in connection with such cooperation upon reasonable substantiation of such expenses.

Sample 2

Executive agrees that executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves company, or any affiliated companies, or which may create the impression that such testimony is endorsed or approved by company or its affiliated companies, without advance notice (including the general nature of the testimony) to and, as such testimony is without subpoena or other compulsory legal process the approval of, the company’s general counsel.

Executive agrees that, during the employment term, for one year thereafter and, if longer, during the pendency of any litigation or other proceeding, (x) executive shall not communicate with anyone (other than executive’s own attorneys and tax advisers), except to the extent necessary in the performance of executive’s duties under this agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceedings involving company or any of companies affiliated companies, other then any litigation or other proceeding in which executive is a party in opposition, without giving prior notice to company or its counsel; and (y) in the event that any other party attempts to obtain information or documents from executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, executive shall probably notify company or its counsel before providing any information or documents.

Executive agrees that, during the employment term and 41 one (1) year thereafter, executive shall not, directly or indirectly:

(i) employ or solicit the employment of any person who is banned or has been within six (6) months prior thereto, an employee of company, or any of companies affiliated companies; or

(ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then existing relationships (whether or not such relationships have been reduced to formal contracts) of company or any of company’s affiliated companies with any customer, employee, consultant or supplier.

Executive agrees that, during the term of employment and for one year thereafter, executive shall not, in any communications with the press or other media or any customer, client or supplier of company, or any of company affiliates, criticize, ridicule or make any statement which disparages or is derogatory of company or its affiliates or any of their respective directors or senior officers. No directory senior officer of company will, during the same time period, criticize, ridicule or make any statement which disparages or is derogatory of executive.

Company shall own all right, title and interest in perpetuity to the results of executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by executive during the employment term and which are suggested by or related to executives employment hereunder or any activities to which executive is assigned, and executive shall not have any claim to have any right, title or interest herein of any kind or nature.

Not less than 90 days prior to the expiration of this agreement (the “Notice Period”), company shall provide notification to executive of its intentions regarding renewal following the expiration of the employment term. If notified the company intends to enter into a new agreement, executive agrees that he will negotiate in good faith exclusively with company during the Notice Period.

Executive acknowledges that company is an equal opportunity employer. Executive agrees that he will comply with company’s policies regarding employment practices and with all applicable federal, state and local laws prohibiting discrimination on the basis of any then applicable protected trait. Protected traits include, but are not limited to, race, color, national origin, religion, sex, age, disability, and veteran status.

Executive acknowledges that he has been given a copy of the company’s business ethics policy. Executive further acknowledges that he has read and fully understands all of the requirements thereof, and acknowledges that it all times during the term hereof, he shall perform his services hereunder in full compliance with the company’s business ethics policy, and any revisions thereof or additions thereto.

In the event of any termination of employment under this agreement, the executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the executive under this agreement on account of any renumeration attributable to any subsequent employment that he may obtain.

Any amounts due under the termination provisions are in the nature severance payments, liquidated damages, or both, and shall fully compensate the executive, dependence, beneficiaries in a state of the executive for any and all direct damages and consequential damages that they suffer as a result of the termination of the executives employment, or both, and are not in the nature of a penalty.

Termination Following a Change in Control. In the event, within two years following a change in control, the executives employment is terminated by the company without cause or there is a construct of termination without cause, the executive shall be entitled to:

(i) base salary through the date of termination of his employment;

(ii) a lump sum cash payment equal to the sum of:

(A) three times the base salary, at the rate in effect on the date of termination of his employment;

(B) three times the average of the annual bonuses awarded to him under the company’s bonus plans for the three years immediately preceding the year in which the termination of his employment occurs; and

(C) any amounts earned, accrued or owing but not yet paid provided that (x) any amounts to which the executive is entitled under this clause shall be paid to the executive within 30 days following the termination of his employment, and (y) any amounts to which the executive is entitled under clause (A) above shall be offset by any amounts to him under the company’s severance plan;

(iii) continued participation in all employee benefit plans or programs as permitted by their terms in which he was participating on the date of the termination of the employment until the earlier of:

(A) the date which is 36 months following the end of the month in which the termination of employment occurs; or

(B) the date he receives equivalent coverage and benefits under the plans and programs of the subsequent employer;

provided that (x) if the executive is precluded from continuing his participation in, or if he elects (within 30 days of such termination of employment) not to continue participation in, any employee benefit plan or programs as provided in this clause, he shall be paid in a lump sum, within 30 days following the date it is determined he is unable to participate in any employee benefit plan or program or the date he makes such election, as the case may be, the after tax economic equivalent of the benefits provided under the plan or program in which the executive is unable or elects not to participate for the period specified in this clause, (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive and obtaining such benefit himself on an individual basis, and (z) the executive shall be under no obligation to repay any amounts paid him pursuant to this provision notwithstanding any coverage or benefit provided to him as a result of subsequent employment; and

(iv) other benefits in accordance with applicable plans and programs of the company.

Termination without Cause or Constructive Termination without Cause. In the event the company terminates the executives employment without cause, other than due to disability or death, or in the event there is a constructive termination without cause, the executive shall be entitled to:

(i) base salary through the end of the month in which the termination of employment occurs;

(ii) base salary, at the rate in effect on the date of termination of the executive’s employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts to him under the company’s severance plan;

(iii) any accrued bonuses to which the executive is entitled under the terms of the then applicable bonus plans;

(iv) any other amounts earned, accrued or owing under the terms of this agreement, but not yet paid;

(v) continued participation in all employee benefit plans or programs in which he was participating on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent employer(such coverages and benefits to be determined on a coverage by coverage, or benefit by benefit, basis);

provided that (x) if the executive is precluded from continuing his participation in any employee benefit plan or program is provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis; and

(vii) other benefits in accordance with applicable plans and programs of the company.

The Executive shall be provided with such perquisites as her customary for chief executive officers of companies of comparable size to the company. Such perquisites shall be reviewed annually by the compensation committee.

During the term of employment, the Executive shall be eligible for incentive awards under and in accordance with the company’s Equity Incentive Plan or any comparable or successor plan that may be adopted by the company or any subsidiary. All such incentive award shall take into account the Executive’s positions, duties and responsibilities at the company.

Sample 1

The Executive shall be eligible for annual bonus awards during the term of employment in accordance with the company’s incentive compensation plan or any comparable or successor plan that may be adopted by the company. Any annual bonuses to the Executive shall be paid to the Executive at the same time bonuses are paid to other senior officers of the company unless the executive has elected to do for receipt of all or part of the annual bonus award to which he is entitled in respect of such year in accordance with the terms of any deferred compensation program of the company then in effect. All such award shall take into account the Executive’s positions, duties and responsibilities at the company and its subsidiaries.

Sample 2

Executive is eligible to commence participation in the company’s incentive plan or any successor plans.