Sample provisions for an employment contract or employment agreement.

“Voting Stock” shall mean capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of incorporation.

“Subsidiary” shall mean any corporation of which the company owns, directly or indirectly, more than 50% of its voting stock.

“Disability” shall mean the executive’s complete and permanent inability to substantially perform his duties. Subject to the application of all applicable laws relating to disability in employment, if the Executive is absent from his duties for a period of at least 90 days, the Board may appoint a physician to determine if the executive is disabled; if the Executive disapproves of the board’s choice of a physician, he may appoint a physician of his own choice to determine if he is disabled; if the two physicians cannot agree, they will appoint a third physician who will then make a determination as to the executive’s disability.

(a) the company agrees to indemnify the executive to the fullest extent permitted by law consistent with the company’s bylaws in effect as of the date hereof with respect to any acts or nonaction he may have committed during the period during which he was an officer, director and/or employee of the company or any subsidiary thereof, or of any other entity of which he served as an officer, director or employee at the request of the company.

(b) the company agrees to obtain a directors and officers liability insurance policy covering the executive and to continue and maintain such policy. The amount of coverage show be reasonable in relation to the executive’s position and responsibilities during the term of employment but in no event shall the amount of coverage be less than $20 million in the aggregate provided that the cost and availability of such insurance is reasonable within the marketplace.

This agreement may be executed in two or more counterparts.

The headings of the sections contained in this agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this agreement.

(a) any disputes arising under or in connection with this agreement shall be resolved by arbitration, to be held in [specify city] in accordance with the rules and procedures of the American Arbitration Association.

(b) all costs, fees and expenses of any arbitration in connection with this agreement which result in any decision or settlement requiring the company to make a payment to the executive, including, without limitation, attorneys fees of both the executive and the company, shall be borne by, and be the obligation of, the company. In no event shall the executive be required to reimburse the company for any of the costs and expenses incurred by the company relating to such arbitration. The obligation of the company under this section shall survive the termination for any reason of this agreement (whether such termination is by the company, by the executive, upon the expiration of this agreement or otherwise).

(c) pending the outcome or resolution of any arbitration, the company shall continue payment of all amounts to the executive without regard to any dispute.

The executive shall be entitled to select (and change, to the extent permitted under the any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the executive’s death by giving the company written notice thereof. In the event of the executive’s death or a judicial determination of his incompetence, reference in this agreement to the executive shall be deemed, where appropriate, to refer to his beneficiary, a state or other legal representatives.

The respect the rights and obligations of the parties hereunder shall survive any termination of the executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

In the event that any provision or portion of this agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this agreement shall be unaffected thereby and shall remain in full force and effect to the full six and permitted by law

The company represents and warrants that is fully authorized and empowered to enter into this agreement and that the performance of its obligations under this agreement will not violate any agreement between the company and any other person, firm or organization.

The company agrees to obtain a directors and officers liability insurance policy covering the executive and to continue and maintain such policy. The amount of coverage show be reasonable in relation to the executive’s position and responsibilities during the term of employment but in no event shall the amount of coverage be less than $20 million in the aggregate provided that the cost and availability of such insurance is reasonable within the marketplace.

Sample 1

The entire understanding and agreement between you and company has been incorporated into this agreement, and this agreement supersedes any other agreements and understandings between you and company with respect to your employment by company. There are no other promises, representations, understandings or inducements other than those specifically set forth in this agreement. This agreement may not be altered, amended or added to accept a single writing signed by both you and company.

Sample 2

This agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.

Sample 3

This agreement contains the entire understanding of the parties with respect to the subject matter thereof, supersedes any and all prior agreements of the parties with respect to the subject matter thereof, and cannot be changed or extended except by a writing signed by both parties hereto.

Sample 1

“Constructive Termination without Cause” shall mean a termination of the executive’s employment at his initiative as provided in in this agreement following the occurrence, without the executive’s prior written consent, of one or more of the following events (except in connection with a termination of the executive’s employment due to death, disability, change in control or cause):

(i) a reduction in the executive’s base salary or the termination or reduction of the benefit under any employee benefit plan or program of the company or any subsidiary in which the executive participates (other than as part of an across-the-board reduction occurring prior to a Change in Control affecting the members of the senior management of the company generally) unless, in the case of a benefit, there is substituted a comparable benefit that is economically equivalent to such benefit prior to its termination or reduction, as the case may be;

(ii) either (A) the failure by the company to continue in effect any incentive or other compensation plan or program in which the executive was participating on the date of the agreement or (B) the taking of any action by the company that would adversely affect the Executive’s participation in, or materially reduce his benefits under, any such plan or program, unless (x), in the case of either clause (A) or (B) above, there is substituted a comparable plan or program that is economically equivalent, in terms of the opportunity Offered to the Executive, to the plan or program being altered, reduced or ended or (y) in the case of clause (A) above, such failure, or in the case of clause (B) above, such taking of any action, affects the members of the senior management of the company generally and occurs prior to a Change in Control;

(iii) The loss of any of the Executive’s titles or positions as described in this agreement; provided, however, that an election of a Vice-Chairman or Honorary Chairman shall not be considered any such loss of title or position;

(iv) a significant diminution in the Executive’s duties and responsibilities or the assignment to the Executive duties and responsibilities inconsistent with his position;

(v) the relocation of company’s principal office, or the Executive’s own office location as assigned to him by the company, to a location more than 50 miles from the present location of the company’s principal office; or

(vi) the failure of the Company to obtain the assumption in writing of the companies obligations to the Executive under this agreement by any successor prior to or at the time of the merger, consolidation, disposition of all or substantially all of the assets of the company or similar transaction, unless such assumption in writing was not legally required to maintain the effectiveness of this agreement.

Sample 2

A Constructive Termination without Cause shall not take effect unless:

(A) the executive has delivered a written notice to the board within 12 months of his having actual knowledge of one of the events providing a basis for a Constructive Termination without Cause, stating which of the events, as outlined in this agreement, as occurred;

(B) within 30 days of the delivery of such notice, the company is not remedied such event and provided him with a written notice of such remedy; and

(C) any event the company is not remedied such event is provided in clause (B) above, the executive notifies the company writing that he is terminating his employment.

The failure of the executive to effect the Constructive Termination without Cause as to any one event described in this agreement shall not affect his entitlement to effect a Constructive Termination without Cause as to any other such event.

You shall at all times during your employment hereunder, have not less than $100,000/$300,000 public liability insurance and $25,000 property damage insurance on any car used in the course of your employment or the performance of your services hereunder and shall upon request show the insurance policy to the company.