© 2000 legal-forms-kit.com, Inc., All Rights Reserved. 1 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") made effective the _____ day of _________________, 20___, by and between _______________________________, a _______________________________ (hereinafter called the "Corporation"), and _______________________________(hereinafter called the "Employee"), whose residence address is _____________________________________. W I T N E S S E T H: In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, upon the following terms and conditions: ARTICLE I DUTIES AND OBLIGATIONS 1.1 Appointment. The Employee is hereby employed by the Corporation to render services on behalf of the Corporation as [Chief Operations Officer; Chief Financial Officer; Chief Executive Officer]. Employee shall perform such duties as the Board of Directors of the Corporation may direct. The Employee shall report to the Board of Directors of the Corporation. The Board of Directors shall appoint the Employee as a corporate officer in the Corporation with the title of __________________, as described in the Corporation’s Bylaws. 1.2 Acceptance of Employment. Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee’s time, energy and ability to the interests of the Corporation, and to perform Employee’s duties in an efficient, trustworthy and business-like manner. 1.3 Devotion of Time to Employment. The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the normal business hours of the Corporation as determined by the Corporation. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 2 ARTICLE II COMPENSATION 2.1 Compensation. The Corporation shall pay to the Employee for each twelve (12) month term of this Agreement basic and bonus compensation as set froth in this Agreement. Such basic compensation shall be paid in monthly installments on the last day of each month or in such other convenient installments as determined by the Corporation from time to time. In consideration of the services under this Agreement, Employee shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. 2.2 Basic Compensation. The Corporation shall pay to Employee basic compensation in an amount equal _______________________________ dollars per year, payable in equal monthly installments. 2.3 Bonus. From time to time, the Corporation may pay to Employee a bonus out of net revenues of the Corporation. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Employee shall have no entitlement to such amount absent a decision by the Corporation as aforesaid to make such bonus compensation. 2.4 Benefits. The Corporation shall provide Employee with such benefits as are provided to other senior management of the Corporation. Benefits shall include at a minimum (i) paid vacation of ____ days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other employees of the Corporation, (iii) retirement and profit sharing programs as offered to other employees of the Company, (iv) paid holidays as per the corporation’s policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Corporation has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Employee shall be reimbursed for out of pocket expenses that are pre-approved by the Corporation, subject to the Corporation’s policies and procedures therefore, and only for such items that are a necessary and integral part of the Employee’s job functions. 2.5 Non-Deductible Compensation. In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Employee by the Corporation or any other shareholder or employee of the Corporation, shall © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 3 be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then employee shall repay to the Corporation or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Corporation or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. 2.7 Withholding. All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. 2.8 Stock Options. Following one (1) full year of Employment, Employee shall be considered for participation in the Corporation’s Employee Stock Option Plan in accordance with the terms of such plan. ARTICLE III QUALIFICATIONS 3.1 Qualifications of Employee. The employee shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. ARTICLE IV TERM 4.1 Term of Agreement. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: a. The effective date of any subsequent employment agreement between the Corporation and the Employee; b. The effective date of any termination of employment as provided elsewhere herein; or c. _______ (___) year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of _______ (___) years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than 60 days and no more than 90 days prior to the expiration of the applicable term. © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 4 ARTICLE V PROFESSIONAL FEES The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Corporation. All sums paid to the Employee or the Corporation in the way of fees or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. ARTICLE VI CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. The Corporation shall have the authority to designate, or to establish a procedure for designating which professional employee of the Corporation will handle each such client. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of this Agreement. ARTICLE VII POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. ARTICLE VIII TERMINATION 8.1 Termination By Written Agreement. This Agreement may be terminated in writing by mutual agreement of the Employee and the Corporation. 8.2 Termination for Cause. The Corporation may terminate this Agreement at any time without notice if the Employee becomes © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 5 unfit to properly perform the anticipated services on behalf of the Corporation because of any good and sufficient cause, which term shall include but not be limited to (i) unreasonable and/or abusive use of alcohol or other intoxicating beverages and/or habitual and/or abusive and/or dependent use of narcotic or other addictive substance, including, but not limited to, amphetamines, barbiturates, LSD, etc., so as to render the Employee unfit to perform the services intended hereunder, in the sole judgment of the Board of Directors of the Corporation; (ii) adoption by the Employee of a pattern of conduct which tends to hold the Corporation or other employees of the Corporation up to ridicule in the community; (iii) conduct disloyal to the Corporation, including performing the business of the corporation for the personal account of the Employee or the account of a third party; (iv) insufficient productivity (in the judgment of the Corporation); (v) failure of the Employee to promptly and satisfactorily perform the duties assigned to the Employee hereunder; (vi) conviction of any crime of moral turpitude, or the engaging by Employee in any illegal or criminal affairs; (vii) an incident or incidents of malpractice, misfeasance, malfeasance or nonfeasance, which results in substantial damage to the Corporation; (viii) any legal restriction on Employee's right to render services contemplated hereunder; (ix) the election of the Employee to a public office or the Employee's acceptance of other employment that, pursuant to existing law, places restrictions or limitations upon Employee's continued rendering of the professional services contemplated hereunder; (x) a finding that Employee has committed any act that casts the Company in public disrepute; that Employee has been advised that he or she is a target or subject of a grand jury investigation or similar proceeding or investigation (which Employee shall promptly communicate to the Company); that Employee has been indicted, pleads guilty or nolo contendere, or is convicted of any felony; or that Employee has otherwise committed any act or offense involving moral turpitude; (xi) a finding that Employee has committed negligence or misconduct that materially departs from the standard of care applicable to Employee or the duties assigned to Employee hereunder; that Employee has failed or refused to comply with his or her duties or the instructions of Employee's senior officers; that Employee has been chronically inattentive to his or her duties or habitually absent from his or her work; or (xii) if the Employee violates any provision of this Agreement, is given written notice thereof, and such violation is not substantially corrected within thirty (30) days after the delivery of such notice to Employee. Such termination shall © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 6 be effective upon the delivery of written notice thereof to the Employee or at such later time as may be designated in said notice, and the Employee shall vacate the offices of the Corporation on or before such effective date. 8.3 Compensation After Notice of Termination. After notice of termination has been given by either Corporation or Employee, as provided in this Article, Employee shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after the written notice is given by either Corporation or Employee, Employee shall continue to devote substantially all of the Employee's time to the Employee's normal services for the Corporation during the notice period, with sufficient time allowed, in the sole discretion of the Corporation, for Employee to seek new employment. ARTICLE IX DISABILITY OF EMPLOYEE 9.1 Definitions. For purposes of this Agreement, whenever used in this Article XII: a. The term "total disability" shall mean that the Employee is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, to engage in any aspect of the Employee's normal duties as set forth in this Agreement. b. The term "partial disability" shall mean that the Employee is able to perform, to some extent, on behalf of the Corporation, the particular services in which the Corporation specializes, and which the Employee previously performed for the Corporation, but that the Employee is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident. c. The term "normal monthly salary" shall mean the salary which the Employee is being paid by the Corporation per month as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof. 9.2 Total Disability. During a single period of total disability of the Employee, the Employee shall be entitled to receive from the Corporation, the Employee's normal monthly salary for the shorter of first three (3) months of disability or until © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 7 any disability insurance policy available through the Employee’s employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Employee shall receive only such amount as the Employee shall be entitled to receive under disability insurance coverage on the Employee, if any. 9.3 Partial Disability. During a period of partial disability of the Employee, the Employee shall receive an amount of compensation computed as follows: a. That portion of the Employee's normal monthly basic compensation which bears the same ratio to the Employee's normal monthly basic compensation as the amount of time which the Employee is able to devote to the usual performance of services on behalf of the Corporation during such period bears to the total time the Employee devoted to performing such services prior to the commencement date of the single period of disability, and b. Such amount shall be calculated by multiplying the Employee’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that the Employee is able to perform and the denominator which shall be the total services that the Employee is able to perform absent the partial disability. 9.4 Combination of Total and Partial Disability. If a single period of disability of the Employee consists of a combination of total disability and partial disability, the maximum total disability compensation to which the Employee shall be entitled from the Corporation under this disability provision shall not exceed an amount equal to one (1) times the Employee's normal monthly basic compensation. 9.5 Broken Periods of Disability. A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for six (6) months or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Employee shall be entitled under any provision of this Section. 9.6 Termination Due to Disability. If and when the period of total or partial disability of the Employee totals three (3) months, the Employee's employment with the Corporation shall automatically terminate. Notwithstanding the foregoing, if © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 8 the disabled Employee and the Corporation agree, the disabled Employee may thereafter be employed by the Corporation upon such terms as may be mutually agreeable. 9.7 Commencement Date of Disability. The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, shall be the first day on which the Employee is disabled. 9.8 Dispute Regarding Existence of Disability. Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Corporation, one (1) of whom shall be selected by the Employee and the third (3rd) of whom shall be selected by the other two (2) physicians so selected. 9.9 Death of Employee. In the event the Employee shall die during the term hereof, the Corporation shall pay to the Employee's surviving spouse, or if the Employee shall leave no surviving spouse, then to the Employee's estate, only such amounts as may have been earned by the Employee prior to the Employee's date of death, but which were unpaid at date of death. 9.10 American’s With Disabilities Act. Notwithstanding any other term or condition hereof, the Corporation shall comply with the Americans With Disabilities Act with respect to Employee. ARTICLE X RESTRICTIVE COVENANTS 10.1 Restrictive Covenants. The Employee acknowledges that the Corporation, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, stock ownership in the Corporation, and the ability to service and otherwise have access to the Corporation's clients. The Employee further acknowledges that such confidential information, business and professional contacts, and the ability to service and otherwise have access to the Corporation's clients are the result of his employment by the Corporation. In consideration of the foregoing and of the benefits generally provided to the Employee by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an officer, © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 9 director, stockholder, agent, employee or salesman for any person, firm, partnership, corporation or other entity, or otherwise. The Shareholder Employee acknowledges and agrees that the other shareholder employees have agreed to conduct their past businesses through the Corporation in consideration of the agreement by the Employee to do likewise and to abide by the restrictions set forth in this Article. As such, the Employee acknowledges and agrees that these restrictive covenants are necessary to protect the Corporation and the other shareholders and are supported by good and adequate consideration. 10.2 Hiring. The Employee agrees that during the Employee's employment with the Corporation and for a period of two (2) years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Employee will not attempt to hire any other employee or independent contractor of the Corporation or otherwise encourage or attempt to encourage any other employee or independent contractor of the Corporation to leave the Corporation's employ. 10.3 Confidentiality; Disclosure; Proprietary Information. Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Corporation, and all personal, financial and business and proprietary information of the Corporation, its employees, officers, directors and shareholders obtained by the Employee during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of the Corporation's business. The Employee hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Employee will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, corporation, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Corporation. "Confidential Information" shall also include any information (including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 10 process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In the case of Company's business, Company's Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, account invoices, training and educational manuals, administrative manuals, prospective customer leads, in whatever form, whether or not computer or electronically accessible "on-line." 10.4 Solicitation. The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Employee will not, in any manner or at any time, solicit or encourage any person, firm, corporation or other business entity who are clients, business associates or referral sources of the Corporation to cease doing business with the Corporation or to do business with the Employee. 10.6 Covenants Independent. Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Corporation and the Employee may have, fully performed and not executory, and the existence of any claim or cause of action by the Employee against the Corporation whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of any other covenant. 10.7 Proprietary Creations. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Employee, either alone or with others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Corporation or to Corporation's actual or demonstrably anticipated research and development, or that result from any work performed by Employee for Corporation, will be the sole property of Corporation, and shall be considered “works for hire”, and Employee hereby assigns © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 11 to the Corporation all of Employee's right, title and interest in and to such Inventions. Employee must disclose to Corporation all inventions conceived during the term of employment, whether or not the invention constitutes property of Corporation under the terms of the preceding sentence, but such disclosure will be received by Corporation in confidence. Employee must execute all documents, including patent applications and assignments, required by Corporation to establish Corporation's rights under this Section. For purposes hereof, "Inventions" shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology or other work product that relates to the business and interests of the Company and that Employee conceives, develops, or delivers to the Company at any time during the term of Employee's employment. "Inventions" shall also include all intellectual property rights in any programming, documentation, technology or other work product that is now contained in any of the products or systems (including development and support systems) of the Company to the extent Employee conceived, developed or delivered such Inventions to the Company prior to the date of this Agreement while Employee was engaged as an independent contractor or employee of the Company. Employee hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Inventions recognized by applicable law. 10.8 Divisibility of Covenant Areas and Periods. If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or against public policy, each covenant shall be considered divisible both as to time and geographical area; and each one (1) month of the specified period shall be deemed to be a separate period of time and each one-half (1/2) mile radius segment of the geographical area shall be deemed to be a separate geographical area, so that the maximum lesser time and geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy. 10.9 Injunctive and Equitable Relief. Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law for any breach will be inadequate to compensate the Corporation. Consequently, the Employee agrees that in the event of a breach of any such covenant, in addition to any other relief © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 12 to which Corporation may be entitled, Corporation shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction. 10.10 Venue; Court Proceedings. The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, crossclaim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall be in ____________________. In any action or proceeding by Employee relating to or involving the enforcement of the covenant, and any counterclaim, crossclaim or other litigation which may be asserted or brought against Corporation, the Employee hereby expressly waives any and all right to a trial by jury with respect to the action, proceeding or other litigation resulting from or involving the enforcement of this covenant. Further, in any action or proceeding by Corporation to obtain a temporary restraining order and/or preliminary injunction, Employee hereby agrees that the Corporation shall not be required to post an injunction bond in excess of the principal sum of One Thousand and No/100 Dollars ($1,000.00) in order to obtain a temporary restraining order and/or preliminary injunction. Should the Corporation's action for a temporary restraining order and/or motion for preliminary injunction be granted in whole or in part and should Corporation be ultimately unsuccessful in obtaining a permanent injunction to enforce the covenant, Employee hereby waives any and all rights Employee may have against Corporation for any injuries or damages, including consequential damages, sustained by the Employee and arising directly or indirectly from the issuance of the temporary restraining order and/or preliminary injunction. 10.11 Indemnification. The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any covenant contained herein. 10.12 Acknowledgment. The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating the foregoing restrictions and that the Employee's recognition and representation of this fact is a material inducement to the execution of this Agreement and to Employee's continued relationship with the Corporation. © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 13 10.13 Survival of Covenants. All restrictive covenants contained in this Agreement shall survive the termination of this Agreement. ARTICLE XI MISCELLANEOUS 11.1 Limitations on Authority. Without the express written consent from the Corporation, the Employee shall have no apparent or implied authority to: (i) Pledge the credit of the Corporation or any of its other employees; (ii) Bind the Corporation under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Corporation unless the Corporation has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Corporation. 11.2 Representation and Warranty of Employee. The Employee acknowledges and understands that the Corporation has extended employment opportunities to Employee based upon Employee's representation and warranty that Employee is in good health and able to perform the work contemplated by this Agreement for the term hereof. 11.3 Invalid Provision; Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 11.4 Modification. No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. 11.5 Applicable Law and Binding Effect; No Waiver. This Agreement shall be construed and regulated under and by the laws of the State of Florida, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns; but may not be assigned except as otherwise provided elsewhere herein. 11.6 Entire Agreement. This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought. 11.7 Notices. Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Corporation to its principal office, and in the case of the Employee to the Employee's residence © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 14 address set forth on the first page of this Agreement or to such other address as may be designated by the Employee. 11.8 Attorneys' Fees. In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred. IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement on the ____ day of ____________, 20__, to be effective the date first set forth above. _____________________________ Attest: By:_______________________ By:_____________________________ __________________, Secretary __________________, President (CORPORATE SEAL) "CORPORATION" Witnesses as to Employee: _________________________ ________________________________ _________________________ © 2000 legal-forms-kit.com, Inc., All Rights Reserved. 15 "EMPLOYEE"