Employment Agreement - With Stock Options

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Employment Agreement - With Stock Options Powered By Docstoc
					This is an agreement between an employer and an employee outlining terms of the
employment for the employee, including employment period, compensation, scope of
duties and responsibilities, leave policy, and an employee stock option plan. The
agreement also contains restrictive covenants, such as a nondisclosure clause whereby
the employee agrees not to reveal company confidential and proprietary information; a
non-competition clause whereby the employee agrees not engage in or be employed in
a competing company for a set amount of time; and a non-solicitation clause whereby
the employee agrees not to solicit company customers or clients for a set period of time.
This employment agreement should be retained by the human resources department
and kept in the employee’s personnel file.
                        EMPLOYMENT AGREEMENT – With Option
                                  Purchase


This EMPLOYMENT AGREEMENT, made on this _______ day of ___________________,
201________, (”Effective Date”), by and between _______________________ (the
“Company”), a ______________________[PROVIDE STATE WHERE BUSINESS WAS
INCORPORATED. LEAVE BLANK/DELETE SPACE IF NOT INCORPORATED]
corporation with its principal place of business in ______________________________
[COUNTY AND STATE WHERE COMPANY DOES BUSINESS]
and ___________________ (the “Employee”), residing in _______________________. [CITY
AND STATE OF EMPLOYEE]

WHEREAS, the Company wishes to secure the services of Employee for the term of this
Agreement, and the Employee is willing to serve as an employee of the Company upon the terms
and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties
hereto hereby agree as follows:


1.     EMPLOYMENT

The Company hereby employs Employee to serve as __________________, [TITLE AND/OR
DESCRIPTION OF POSITION] and Employee hereby accepts such employment by the
Company, upon the terms and conditions herein provided.


2.     DUTIES AND RESPONSIBILITIES

Employee shall report to _______________________ [NAME AND/OR TITLE OF
EMPLOYEE'S SUPERVISOR] of the Company. Employee agrees to discharge such duties as
may be delegated to him from time-to-time by the Company. The Company reserves the right to
change or modify the designation of Employee or his duties at Company's discretion from time-
to-time. Employee shall devote his full time and attention for the performance of the duties
assigned to him. During the term of his employment the Employee shall not engage in any other
business or occupation. However, Employee is not prohibited from making passive or personal
investments for which the expenditure of time is not required. Employee acknowledges that he
shall travel, as reasonably required by the Company in connection with his employment.


3.     LOCATION

The initial principal location at which the Employee shall perform services for the Company
shall be ________________________.


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4.     TERM

This agreement shall commence on the Effective Date and shall continue for a period of _____
years (the "initial term"). At the expiration of the said initial term, this Agreement shall be
automatically extended for additional successive one (1) year terms (the renewal term) unless
either party gives written notice of its intention to the other party not less than ninety (90) days
prior to the expiration of the then current term and any renewal term.


5.     VACATION AND SICK LEAVE

Employee shall be entitled to sick leave in consistent with existing Company policies published
in the current personnel policy manual and vacation of not less than ________ working days
each year during the term or extension hereof.


6.     COMPENSATION

In consideration for all services rendered by Employee in any capacity during his employment
under this Agreement the Company shall pay Employee a salary of $__________ per year,
payable at regular payroll periods. In addition, Employee shall be paid an annual incentive bonus
in such amounts and at such times as shall be determined by the Company.


7.     Stock Option

(a) The Employee shall be entitled to options to acquire shares of the Common Stock of the
Company pursuant to the terms of Stock Option Plan dated ______________, 20___. The
options will vest as follows:

(i) If the Employee is still an employee of the Company on _________________, 20___, the
Employee shall have the option to acquire ___________ number of shares of common stock.

(ii) If the Employee is still an employee of the Company on _________________, 20___, the
Employee shall have the option to acquire ___________ number of shares of common stock.


(iii) If the Employee is still an employee of the Company on _________________, 20___, the
Employee shall have the option to acquire ___________ number of shares of common stock.


(iv) If the Employee is still an employee of the Company on _________________, 20___, the
Employee shall have the option to acquire ___________ number of shares of common stock.




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{Instruction: Add more of the above clauses, if additional stock options are considered.
Delete or cross out some of the above clauses, if fewer option situations are considered.}

(b) The exercise price for the options shall be at $________ per share. The vested options shall
be exercisable until the earlier of _____ years after vesting or 90 days after termination of
Employee’s employment with the Company. No additional vesting of options shall occur after
Employee’s death, disability, or cessation of employment with the Company for any reason or no
reason.

(c) In the event of the death or permanent disability of the Employee all unexercised stock
options and unissued but vested stock bonuses shall be purchased by the Company, and the
Employee or his estate shall sell to the Company all options and stock bonuses held by the
Employee at the most recent price therefor as established by the terms hereof, net of the option
price. In the event the Employee breaches the terms of this agreement, resigns or is terminated
all vested but un-exercised stock bonuses shall be forfeited and all stock options shall be
purchased by the Company at the most recent price as established by the terms hereof net of the
option price.


8.      INVENTIONS

The Employee agrees that all processes, procedures, programs, discoveries, ideas, formulae,
improvements, developments, technologies, designs, inventions (collectively "Inventions"),
whether or not patentable or copyrightable, conceived, developed, invented, or made solely by
the Employee, or jointly with others, during the Appointment and the normal working hours of
shall be the property of, and belongs to, the Company.


9.     TERMINATION OF EMPLOYMENT

(a) Without cause, the Company may terminate this agreement at any time upon ____ days'
written notice to the Employee. If requested by the Company, the Employee shall continue to
perform his duties and shall receive salary up to the date of termination.

(b) Without cause, the Employee may terminate this agreement upon ______ days' written notice
to the Company. If requested by the Company, the Employee shall continue to perform his duties
and shall receive salary up to the date of termination. In addition, the Company at its discretion
may pay the Employee a severance allowance on the date of the termination.

(c) The Company may terminate this Agreement for cause for any of the following events:

     i. If Employee is convicted for an offence of felony or for any act involving moral
        turpitude;

     ii. If Employee commits any act of theft, fraud, dishonesty or falsification of an employment
         record;



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      iii. If Employee commits any breach of this Agreement which remains uncured for a period
           of 14 days following written notice of such breach ;

      iv. If Employee fails to perform reasonable assigned duties;

      v. If Employee improperly discloses Company’s confidential information; and/or

      vi. If Employee commits any act which causes detrimental effect to Company’s reputation
          and business


10.      NON-COMPETITION

For a period of two years following termination of this Agreement, the Employee shall not,
directly or indirectly, through services to any partnership of which the Employee is a partner or
employee or through any corporation or other entity in which the Employee has any interest or
by whom is employed, compete with the Company or any of its affiliates or subsidiaries, in any
activity in which the Company or its affiliates or subsidiaries may have been engaged within five
years prior to the termination of this Agreement.


11.      NON-SOLICITATION

The Employee shall not, during the term of this Agreement and for a period of two years
immediately following termination of this Agreement, either directly or indirectly, call on,
solicit, or take away, or attempt to call on, solicit or take away, any of the customers or clients of
the Company on whom the Employee called or became acquainted with during the terms of this
Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation
or organization.


12.      NONDISCLOSURE

During the term of this Agreement and thereafter, Employee agrees to keep and maintain
confidential all the “confidential information” of the Company, and Employee shall not use or
disclose any such confidential information to any person, firm, corporation, or entity for any
purpose not authorized by the Company unless the information becomes public through no fault
on his part. The Employee understands that any breach of this provision, or that of any other
Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.

For purposes of this paragraph, “confidential information” shall include information disclosed to
or known by Employee as a consequence of his employment with the Company (including
information conceived, originated, discovered or developed by Employee) not generally known
about the Company’s business, products, services and operations, including without limitation




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any trade secrets, know how, inventions, customer lists, discoveries and improvements and ideas,
whether or not patentable or any other form of proprietary information of the Company.

The obligations under this clause are continuing and enduring, and shall not cease on termination
of this Agreement.


13.    ILLNESS OR INCAPACITY.

In the event that the Employee cannot perform the duties due to some illness or incapacity for a
period of more than _____ weeks, the compensation otherwise due during said illness or
incapacity will be reduced by ____ %. The Employee's full compensation will be reinstated upon
return to work. However, if the Employee is absent from work for any reason for a continuous
period of over _____ months, the Company may terminate the Employee's employment, and the
Company's obligations under this Agreement will cease on that date.

Any dispute regarding the existence, extent or continuance of the disability, illness or incapacity
shall be resolved by the determination of a majority of three medical doctors who are not
employees of the Company, one of whom shall be selected by the Company, one of whom shall
be selected by the Employee and a third whom shall be selected by the other two doctors.


14.    DEATH

Any sums due the Employee under this Agreement shall be paid to the Employee’s beneficiary at
the next normal pay period after the date of Employee’s death. Any sums due the Employee
under the Company’s Profit Sharing Plan shall be paid to the Employee’s beneficiary as provided
by the terms of the Plan. After receiving such final payments, the Employee’s surviving spouse
and/or his estate shall have no further rights under this Agreement.


15.    EXPENSES

Pursuant to Company policy, the Company shall reimburse the Employee for all authorized
travel and other reasonable expenses incurred by him in furtherance of the Company’s business
upon the Employee’s presentation of an itemized account of expenditures.


16.    BENEFIT PLANS

During the term of this Agreement, the Employee shall be entitled to participate in any medical
and dental plans, life and disability insurance plans, retirement plans and any other fringe benefit
plans or programs maintained by the Company for the benefit of its employees. Nothing in this
Agreement shall preclude the Company from terminating or amending any employee benefit
plan or program from time-to-time.




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17.    GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of
___________________________.


18.    MEDIATION AND ARBITRATION

Any controversy or claim arising out of or in relation to this Agreement or the validity,
construction or performance of this Agreement, or the breach thereof, shall be resolved by
arbitration in accordance with the rules of the American Arbitration Association (AAA) under its
jurisdiction in the state of _____________________ before a single arbitrator. The parties shall
have the right to engage in pre-hearing discovery in connection with such arbitration
proceedings. The parties agree hereto that they will abide by and perform any award rendered in
any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a
judgment based upon such award and that the prevailing party in such arbitration and/or
confirmation proceeding shall be entitled to recover its reasonable attorneys' fees and expenses.
The arbitration award shall be final, binding and non-appealable. The Parties agree to accept
service of process in accordance with the AAA Rules.


19.    NOTICES

Any notice to be given hereunder by any party to the other, may be effected either by personal
delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in the
introductory paragraphs of this Agreement, but each party may change their address by written
notice in accordance with this paragraph. Notices delivered personally shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5)
days after mailing. The Employee agrees to keep the Company current as to their business and
mailing addresses, as well as telephone, email and mobile numbers.


20. INJUNCTIVE RELIEF

Employee recognizes that the covenants contained in this Agreement are reasonable and
necessary to protect the legitimate interests of the Company, that the parties would not have
entered into this Agreement in the absence of such covenants, and that Employee’s breach or
threatened breach of such covenants shall cause the Company irreparable harm and significant
injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making
any remedy at law or in damages inadequate. Therefore, Employee agrees that the Company
shall be entitled, without the necessity of posting of any bond or security, to the issuance of
injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach
of such covenants and for any other relief such court deems appropriate. This right shall be in
addition to any other remedy available hereunder or otherwise, whether at law or in equity.



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21.    WAIVER

The waiver by either party hereto of any breach of any provision of this Agreement shall not
operate or be construed as a waiver or any subsequent breach by either party hereto.


22.    INVENTIONS

The Employee agrees that all processes, procedures, programs, discoveries, ideas, formulae,
improvements, developments, technologies, designs, inventions (collectively "Inventions"),
whether or not patentable or copyrightable, conceived, developed, invented, or made solely by
the Employee, or jointly with others, during the Term of the Agreement shall be the property of,
and belongs to, the Company.


23.    BINDING EFFECT AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the Company, its successors
and assigns and the Employee and his heirs and legal representatives. This Agreement is
personal as to Employee and may not be assigned by Employee without first obtaining the
written consent of the Company. This Agreement may be assigned by the Company without the
prior consent of Employee.


24    SEVERABILITY

The unenforceability of any provision or provisions of this Agreement shall not affect the
enforceability of any other provision of this Agreement.If, for any reason, any provision of this
agreement is held invalid, all other provisions of this agreement shall remain in effect. If this
agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior
agreement between the Company (or any predecessor thereof) and the Employee shall be
deemed reinstated as if this agreement had not been executed.


25.    ENTIRE UNDERSTANDING

This Agreement contains the entire understanding of the parties relating to the employment of
the Employee by the Company. It may be changed only by an agreement in writing signed by
the party or parties against whom enforcement of any waiver, change, modification, extension or
discharge is sought.


26.    AMENDMENT AND DEFAULT




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This Agreement may be amended in whole or part at any time and from time to time but only in
writing in a form substantially similar to the form hereof. In the event of default or breach of any
of the terms and conditions hereof the defaulting party agrees to pay the reasonable attorneys
fees incurred by the other party in enforcing the provisions hereof.


IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and
year first above written.

_________________________________ _________________________________________
                  Print Name and Title          I am authorized to act on behalf of
      company

BY:______________________________ [Signature]




_________________________________
      Print Name of Employee

BY:______________________________ [Signature]




STATE OF
COUNTY OF


 PERSONALLY appeared before me, the undersigned authority in and for the county and state
aforesaid, the within named _____________________, who acknowledged to me that he is
President of ________________________, and who acknowledged that he signed and delivered
the above and foregoing instrument on the date and year therein mentioned, for and on behalf of
said corporation after first having been duly authorized so to do.

GIVEN under my hand and                  official   seal,   this   the   _____________ day       of
______________________, 20 __.

__________________________
NOTARY PUBLIC


MY COMMISSION EXPIRES:



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______________________


STATE OF               ___

SS_____________________

COUNTY OF              ___



PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction
aforesaid, the within named ______________________ in the above and foregoing instrument of
writing, who acknowledged to me that he signed and delivered the above foregoing instrument of
writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official seal of office on this the ________________day
of__________________________, 20 ___ .

__________________________
NOTARY PUBLIC

MY COMMISSION EXPIRES:
______________________




© Copyright 2011 Docstoc Inc.                                                       10

				
DOCUMENT INFO
Description: This is an agreement between an employer and an employee outlining terms of the employment for the employee, including employment period, compensation, scope of duties and responsibilities, leave policy, and an employee stock option plan. The agreement also contains restrictive covenants, such as a nondisclosure clause whereby the employee agrees not to reveal company confidential and proprietary information; a non-competition clause whereby the employee agrees not engage in or be employed in a competing company for a set amount of time; and a non-solicitation clause whereby the employee agrees not to solicit company customers or clients for a set period of time. This employment agreement should be retained by the human resources department and kept in the employee’s personnel file.
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