Manager Employment Agreement


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									This is an employment agreement between an employer and a manager level
employee. The agreement provides a multi-year term with escalating salary per year.
The agreement also provides severance if fired without cause, benefits, and vacation
pay. It includes non-compete, non-solicitation, and confidentiality clauses. This
document contains numerous standard clauses commonly used in these types of
agreements as well as optional language to allow for customization to fit the needs of
the employer.
                               EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Employer], ___________ [Instruction: Insert Address] (“Employer”), and ___________
[Instruction: Insert Name of Employee], ___________ [Instruction: Insert Address]

WHEREAS, Employer desires to obtain the benefit of the services of Employee; and Employee
desires to render such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:

1. Employment.

    A. Employee shall be employed in the capacity of: ___________ [Instruction: Insert Name
of Position]. Employee shall also perform such other duties in the ordinary course of business
as performed by other persons in similar such positions, as well as such other reasonable duties
as may be assigned from time to time by Employer.

    B. Employee, throughout the term of Employee’s appointment, shall devote Employee’s full
time and attention to the business and affairs of Employer and shall not, without the consent in
writing of Employer, undertake any other business or occupation or become a director, officer,
employee or agent of any other company, firm or individual.

    C. Employee shall devote Employee’s full time and attention to the affairs of Employer and
shall honestly, diligently and faithfully serve Employer and use Employee’s best efforts to
promote the interests of Employer.

2. Term and Termination.

    A. The term (“Term”) of this agreement shall commence upon the date hereof and shall
continue for ___________ (__) [Instruction: Insert Duration] years, subject to the rights of the
parties hereto to terminate this Agreement at an earlier date in accordance with the provisions of
this paragraph.

    B. Notwithstanding anything to the contrary contained herein, the parties understand and
agree that employment pursuant to this Agreement may be terminated by Employer in the
following manner in the specified circumstances:

      i.   For cause, without any notice or pay in lieu thereof. For the purposes of this
Agreement, cause includes the following: (a) any material breach of the provisions of this
Agreement; (b) any conduct of Employee which, as judged in the sole discretion of Employer,
tends to bring Employee or Employer into disrepute; (c) conviction of Employee of a criminal
offence punishable by indictment, where such cause is not prohibited by law; and (d) any and all
omissions, commissions or other conduct which would constitute cause at law, in addition to the
specified causes.

     ii. Without cause, on giving Employee ___________ (__) [Instruction: Insert
Duration] days’ advance notice in writing. Upon termination without cause by Employer,
Employee shall be entitled to cash compensation equal to the Salary (as defined in paragraph 3
hereof) of Employee for a period of ___________ (__) [Instruction: Insert Duration] months
from the date of termination. All such cash compensation shall be paid to Employee on a bi-
monthly basis.

     iii. By reason of a mental or physical condition (an “Incapacity”) causing Employee to be
unable to perform Employee’s duties hereunder, in the reasonable discretion of Employer, and
such Incapacity shall continue for a period of more than ___________ (__) [Instruction: Insert
Duration] consecutive or non-consecutive days within any one (1) year period, Employer shall
thereafter have the right, on not less than ___________ (__) [Instruction: Insert Duration]
days’ written notice to Employee, to terminate this Agreement and Employee’s employment. In
such case, Employee shall have no claim for wages or damages against Employer, except for the
payment of Employee’s full salary through the date of termination.

3. Compensation.

    A. As full compensation for all services provided for herein, Employer shall pay Employee a
salary, at the annual rates set forth below (the “Salary”), to be paid in regular installments in
accordance with Employer’s usual payment practices, but not less frequently than bi-monthly.
Such payments shall be subject to such deductions by Employer as Employer is from time to
time required to make pursuant to law, government regulation or order or by Agreement with, or
consent of, Employee.

   YEAR OF TERM                SALARY
   Year 1                      ___________ Dollars ($______) [Instruction: Insert Amount]
   Year 2                      ___________ Dollars ($______) [Instruction: Insert Amount]
   Year 3                      ___________ Dollars ($______) [Instruction: Insert Amount]

4. Benefits.

    A. It is understood and agreed that Employee will incur expenses in connection with
Employee’s duties under this Agreement. Employer will reimburse Employee for any
reasonable, actual and documented expenses, provided that Employee provides to Employer an
itemized written account and receipts acceptable to Employer within sixty (60) days following
the date that expenses have been incurred.

    B. Employee shall be entitled to vacation time in the amount of ___________ (___)
[Instruction: Insert Vacation Amount] days per annum, during which time Employee’s
compensation shall be paid in full. Vacation time may be taken only upon it being earned and
shall not be taken in advance. The vacation shall be taken at the time or times as Employee may
determine, but in no event shall vacation be permitted during Employer’s “high season”.
Employee shall be allowed to carry forward up to one week of unused vacation into the next
calendar year but not further.

    C. During Employee’s employment with Company, Company shall be eligible to participate
in any plan or program of Company now existing or established hereafter for the benefit of
Company's salaried employees, to the extent that Employee is eligible (including length of
service provisions) under the general provisions thereof, which may include, but is not limited to
medical/dental insurance, life insurance, long term disability, deferred compensation, a 401(k)
plan and any Company profit sharing plan (the "Benefit Plans"). Company shall be entitled to
amend, modify, terminate or otherwise change any and all such Benefit Plans at any time in its
sole discretion as long as such amendment modification, termination or other change is
applicable to other similarly situated employees.

5. Non-competition and Non-solicitation.

    A. For a period of ___________ (___) [Instruction: Insert Duration] years from the date of
termination of Employee’s employment, however caused, Employee agrees that Employee will
not, for any reason, directly or indirectly, either as an individual or as a partner or joint venturer
or as an employee, principal, consultant, agent, shareholder, officer, director, or salesperson for
any person, firm, association, organization, syndicate, company or corporation, or in any other

       i.  Carry on, be engaged in, concerned with, interested in, advise, lend money to,
guarantee the debts or obligations of, permit Employee’s name (or any part thereof) to be used or
employed by any person, business, firm, association, syndicate, company, organization or
corporation concerned with or engaged or interested in a business which is substantially the same
as, or competitive with, the business of Employer including, without limitation, any business
relating to ___________ [Instruction: Insert Type of Business] which is located within a
___________ (____) [Instruction: Insert Distance] mile radius of Employer; or

     ii. Solicit or accept business with respect to services competitive with those of Employer
from any of Employer’s customers, wherever situated. Notwithstanding the foregoing,
Employee may, for investment purposes, purchase and trade shares of a public company that is
in competition with the business of Employer provided that: (a) the public company is traded on
a recognized stock exchange; and (b) Employee shall not participate in the management or
operation of the public company or in any advisory capacity.

    B. Employee further agrees that, during employment pursuant to this Agreement and for a
period of ___________ (___) [Instruction: Insert Duration] years following termination of
employment, however caused, Employee will not hire or take away or cause to be hired or taken
away any employee of Employer.

6. Confidential Information.

   A. Employee acknowledges that Employee will acquire information about certain matters
and things which are confidential (“Confidential Information”) to Employer, which information
is the exclusive property of Employer, including but not limited to: (i) the names and addresses
of present customers of Employer, as well as prospective customers or customer leads; (ii)
pricing, marketing and sales policies, techniques and concepts; (iii) trade secrets; and (iv) other
confidential information concerning the Business operations or financing of the Business and

    B. Employee acknowledges that the Confidential Information could be used to the detriment
of Employer. Accordingly, Employee undertakes not to disclose the Confidential Information to
any third party during the term of Employee’s employment or thereafter except with the written
permission of Employer. Employee also agrees that the unauthorized disclosure of the
Confidential Information shall justify the immediate termination of this Agreement by Employer.

   C. Employee further acknowledges that in addition to any and all rights of Employer,
Employer shall be entitled to injunctive relief in order to protect Employer’s rights in and to the
Confidential Information.

7. Miscellaneous.

    A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

   D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Employer may assign any or all of
Employer’s rights and/or obligations hereunder to any assignee, licensee or designee of
Employer, and all succeeding assignees, licensees or designees. Employee may not assign any of
Employee’s rights and/or obligations hereunder without Employer’s prior written consent.

    E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.

    F. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
SSN: ___________________________ [Instruction: Insert Social Security Number]

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