Sample provisions for an employment contract or employment agreement.

If your employment terminates because of your voluntary termination of employment more than ______ months after the latter of (a) the effective date of this employment agreement or (b) the effective date of any future written amendment to the employment agreement, then you will use your best efforts to obtain other employment consistent with the terms of this agreement. If you accept other employment that is consistent with the terms of this agreement you will promptly notify company of the compensation receivable for which you expect to receive from that employment that is attributable to the entire period. All basic compensation otherwise payable under this agreement will be reduced by the amount of any compensation receivable or which you expect to receive from your subsequent employment.

If you engage in any activity which would violate your obligations under this agreement (including this paragraph) and which involves another person or employer or a competing business, as that term is defined herein, you will disclose your obligations under this agreement to that other person, employer or competing business.

Sample 1

At all times while you’re employed by company and for six months after your employment terminates, you will not directly or indirectly:

i. own, manage, operate, finance, join, control, advise, consult, render services to have an interest or future interest in or participate in the ownership, management, operation, financing or control of, or be employed by or connected in any manner with any Competing Business;

ii. solicit for employment, higher or for employment to, or otherwise aided or assist (by disclosing information about employees or otherwise) any other person or entity other than company or a company subsidiary in soliciting for employment, hiring or offering employment to, any employee of company or a company subsidiary; or

iii. take any action which is intended to harm company or its reputation, or the company reasonably concludes could harm company or its reputation or lead to unwanted or unfavorable publicity for company.
Ownership of an investment of less than the greater of $25,000 or 1% of any class of equity or debt security of a Competing Business will not be deemed ownership or participation in ownership for the purposes of this agreement.

“Competing Business” includes, but is not limited to, [describe competing businesses here.]

Sample 2

Executive agrees that, during the noncompete period as defined in this agreement, executive shall not directly or indirectly engage in or participate as an owner, partner, stockholder, officer, employee, director, agent out of or consultant for any business competitive with any business of company, without the written consent of company; provided, however, that this provision shall not prevent executive from investing as less than a 1% stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system.

The noncompete period shall cover the entire employment term and the six-month period subsequent to the employment term; provided, however, that, if executive’s employment terminates before the end of the employment term, the noncompete period shall terminate, if earlier, (i) six months after Company terminates executive’s employment without cause, or (ii) six months after executive is terminated in connection with the relocation of executives position without executives mutual consent.

Sample 1

The parties mutually recognize that, in the course of your employment with company, you will have access to and will acquire knowledge of confidential and proprietary company information. This information includes, without limitation: marketing and strategies; customer names, needs, and other information; client potential; and other types of information which would place company at a competitive disadvantage if known by or revealed to competitors or customers. The parties mutually recognize that, in the course of your employment with company, in addition to company information, you will receive special assistance in marketing and special training which is not generally available elsewhere and which could harm company is known by her revealed to its competitors or customers. Accordingly, you agree:

a. You will never disclose to any person or entity any of company’s confidential information or its confidential marketing and training programs.

b. You will not enter into any employment or other agreement to perform services as an account executive or sales manager or perform any other services set forth in paragraph 10 for any company located within 50 miles of the company’s office in which you work for a period of 120 days after the termination of your employment with company.

c. You will not have any contact with and will not solicit clients or customers of company for a period of six months after the termination of your employment was station.

Sample 2

You agree that the restrictions set forth above are reasonable, appropriate unenforceable because:

i. Company is one of the leading companies in its industry in the United States, with locations throughout the United States;

ii. as an integral part of its business, company has expanded a great deal of time, money and effort to develop and maintain confidential, proprietary and trade secret information to compete against similar businesses; this information, if misused or disclosed, could be very harmful to company’s business and its competitive position in the marketplace;

iii. your position with company provides you with access to company’s confidential and proprietary trade secret information, strategies and other confidential business information that would be of considerable value to competing business;

iv. Company compensates its executives and other associates to, among other things, develop and maintain valuable goodwill and relationships on company’s behalf and to develop and maintain business information for companies exclusive ownership and use;

v. Long-term customer and supplier relationships are difficult to develop and maintain and require significant investment of time, effort and expense;

vi. Company is entitled to appropriate safeguards to ensure that you do not use any confidential information given to you during your employment by company or take any other action that could result in a loss of companies goodwill developed on company’s behalf and at its expense, and to prevent you and/or any competing business from having an unfair competitive advantage over company;

vii. the amount of compensation and benefits you receive from companies based in considerable part on your express agreement to refrain from competing with company and to maintain the confidentiality of companies proprietary information in accordance with the terms of this agreement;

viii. the limited time period during which you have agreed not to compete with company after leaving company’s employment, the limited scope of the restriction and the limited prohibition on your activities are reasonable to ensure company’s confidential current and long-term business methods, strategies and plans are not made available to its competitors; and

ix. on balance, in light of your training and background, the restrictions will not pose an undue hardship on you.

Sample 3

You knowledge and agree that the individualized services and capabilities that you will provide to company under this agreement are of a personal, special, unique, unusual, extraordinary and intellectual character.

Sample 4

Company has entered into this agreement in order to obtain the benefit of executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of this agreement will result in irreparable damage to company and, accordingly, company may obtain injunctive and other equitable relief for any breach or threaten breach of this agreement, in addition to any other remedies available to company.

Any time during which you violate any of these restrictions will not be counted in determining the time during which the restrictions apply. For example, if you were to comply with the restriction for all except the last four months of the restrictions, and then join a competing business in violation of the restrictions in this agreement and work for that business for a month before court enjoined this violation, then the remaining four months of the restriction would begin when the injunction was issued. The month during which you violate the restrictions would not be included in the time that the restriction is to apply.

In the event company feels it is appropriate to seek a court order to enforce either the confidentiality or restricted competition provisions of this agreement:

a. You agree that it is appropriate for the court to grant injunctive relief and damages to company. You agree that the court should provide company with the greatest protections possible through injunctive relief. In the event a court called upon to enforce this agreement determines that it should be reformed, you will join company and asking a court to grant company the greatest degree of protection available through the confidentiality and restricted competition provisions of the agreement; and

b. You agree that companies should and will recover from you any and all attorneys fees, costs, and expenses company incurs in enforcing all or any part of the confidentiality and restricted competition provisions of this agreement. You agree that company should recover its attorneys fees, costs, and expenses even if the Court reforms this agreement and enforces the agreement as a reformed.

If any legal proceeding is instituted, neither you nor company will be entitled to seek or obtain punitive or exemplary damages of any kind from the other or, in your case, from company subsidiaries are divisions, or from the officers, directors or employees of company, its subsidiaries are divisions, or to seek or obtain damages or compensation for emotional distress. Nothing herein shall preclude an award of compensatory or punitive damages against any other third party.

Sample 1

Company will pay you basic compensation for services at the annual rate of ____________________, payables semimonthly. The annual rate will be subject to review by company each year and maybe increased but not decreased. If you are selected to participate in a company bonus plan (the “incentive plan”), you will be entitled to the awards, if any, that may be payable under the terms of the incentive plan. You may elect to have all or any part of your compensation paid under the terms of any applicable deferred compensation plan.

Sample 2

The Executive shall be paid by the company and annualized base salary, payable in accordance with the regular payroll practices of the company, of [specify annual salary]. During the term of employment, the base salary shall be reviewed no less than annually for increase or decrease in the discretion of the Board; provided, however, that the Board may decrease the base salary only is such decrease as part of an across-the-board reduction of the salaries which occur prior to a change in control and which affects all members of the senior management of the company.

Sample 3

Company agrees to pay executive, and executive agrees to accept from company for his services hereunder, a base salary of [specify an amount in dollars]. Base salary shall be payable in accordance with the company’s regular payroll practices.

Sample 1

If this agreement is terminated by the company on 14 days notice, the company will pay commission as provided above on net sales from sales in connection with orders made before such termination when and as collected on the date of the company’s normal pay cycle. If this agreement is terminated by the company for cause or terminated by you, commission shall be due or payable to you only with respect to any net sales from sales obtained by you that the company received on or before the effective dates of such termination or at a time in the company’s sole discretion and judgment. The company may assert against you any and all rights that it has or may have as a result of your actions resulting in the termination of this agreement for cause. If this agreement is terminated by you on 14 days notice, the company may, in its sole judgment and discretion, terminate this agreement at any time during such notice period in which event the company will pay commissions, as hereinabove defined, on “net sales” in connection with sales made until midnight on the date of such termination, when and as collected, subject to the current company collection deadlines. In no event will the company pay, or will you be entitled to receive any commissions on net sales from sales in connection with any sales made after termination of your employment with the company, whether such termination is by you or by company and whether it is for cause or not. In the event this agreement expires or is terminated, you should promptly return to company all property of company then in your custody, possession or control.

Sample 2

(a) any event and executive staff or if executive’s voluntary resignation is accepted by the company, based salary payments and all other compensation to be paid pursuant to this agreement shall cease immediately; provided, however, in the event of death the estate of executive shall receive any base salary due and not yet paid as well as any bonus compensation earned but not yet paid through the date of the executive’s death. In the event of resignation, the executive shall receive any base salary due and not yet paid through the date of the resignation of executive takes effect, as well as any bonus compensation earned but not yet paid.

(b) if, during the term of employment, company terminates the employment of executive for cause, a company shall immediately have the right to terminate this agreement without further obligation.

(c) if, during the term of employment, the executive’s employment is terminated other than for cause, then, provided that executive remains ready, willing and able to render exclusive services to company, executive shall continue to be paid the amounts provided for in this agreement.

Nothing herein shall obligate company to utilize executive’s services, and company shall have fulfilled all of its obligations hereunder by payment to executive of the applicable amounts set forth in this paragraph. The payments provided in this paragraph are in lieu of any other severance payment or protection under any plan that may now or hereafter exist.

A “Change in Control” shall mean the occurrence of any of the following events:

i. Approval by stockholders of the company of (a) any consolidation or merger of the company in which the company is not the continuing or surviving corporation or pursuant to which shares of stock of the company would be converted into cash, securities or other property, other than a consolidation or merger of the company in which holders of its common stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger as immediately before, or (b) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the company;

ii. a change in the majority of members of the board within a 24-month period unless the election or nomination for election by the Company stockholders of each new director was approved at a vote of two thirds of the directors then still in office who were in office at the beginning of the 24 month period;

iii. either (A) receipt by the company of a report on schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission (“SEC”) pursuant to section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) disclosing that any person, group, corporation or other entity (a “Person”) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the company or (B) actual knowledge by the company of facts, on the basis of which any person is required to file such a report on schedule 13D, or an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time Specified in Section 13(d) Of the 1934 Act) disclosing that such a person is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the company;

iv. purchase by any person (as defined in section 13 (d) of the 1934 act), corporation or other entity, other than the company or a wholly owned subsidiary of the company, of shares pursuant to a tender or exchange offer, to acquire any stock of the company (or securities convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such person, group, corporation or other entity is the beneficial owner (as defined in rule 13d-3 under And 1934 Act), directly or indirectly, Of 20% or More of the Outstanding Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 act in the case of rights to acquire stock);

v. the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the company immediately prior to the combination do not hold, directly or indirectly, more than 50% of the Voting Stock of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by affiliates (as defined in the rules of the Securities and Exchange Commission) of such other company in exchange for stock of such other company).

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.

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.

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.

This agreement shall be binding upon an inure to the benefit of the parties and their respective successors, heirs (in the case of the executive) and assigns. No rights or obligations of the company under this agreement may be assigned or transferred by the company accepted such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the company in such assignee or transferee assumes the liabilities, obligations and duties of the company, as contained in this agreement, either contractually or as a matter of law. The company further agrees that, in the event of the sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the company hereunder. No rights or obligations of the executive under this agreement may be assigned or transferred by the executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this agreement.