Employment Agreement with cause, change of control provisions by bobzepfel


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									                               EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT is entered into as of                                        (the
"Effective Date") by and between                 (the “Company”), and

       A. Employee desires to be continue to be employed by the Company;

       B. The Company desires to continue to employ Employee on certain terms and
conditions; and

        C. The Company and Employee desire to enter into an Employment Agreement setting
forth the terms and conditions of Employee's employment with the Company.

        NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties agree as follows:


        1.1     Term. The Company hereby employs Employee to serve as its President and
Chief Employee Officer and to serve in such additional or different Employee or managerial
position or positions as the Board of Directors, or the Employee Committee of the Board of
Directors, of the Company may determine from time to time in its sole discretion. This
Employment Agreement shall be for a period of five years, unless earlier terminated as set forth
in this Agreement (the “Employment Period”).

        1.2     Duties and Responsibilities. Employee will report to the Board of Directors (and
the Employee Committee of the Board of Directors) of the Company. Within the limitations
established by the Bylaws of the Company, Employee shall have each and all of the duties and
responsibilities of President and Chief Employee Officer and such other or different duties on
behalf of the Company, as may be assigned from time to time by the Board of Directors of the

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


      2.1    Monetary Compensation. The Company shall pay Employee monetary
compensation during the term of this Agreement as follows:
               2.1.1 Base Salary. The Company shall pay Employee a base salary at the
       annual rate of $      , payable in bi-monthly installments consistent with the Company's
       payroll practices (the “Base Salary”).

               2.1.2 Discretionary Bonus. The Company may, as determined from time to
       time by its Board of Directors (or a committee of its Board of Directors) pay Employee a
       bonus based on Employee’s performance. Any such bonus shall be entirely discretionary
       on the part of the Company, but shall otherwise be subject to the terms of this Agreement.

       2.2    Payment. The Company shall pay all compensation to Employee under this
Agreement in accordance with the relevant the Company policies in effect from time to time,
including normal payroll practices, and such pay shall be subject to all applicable employment
and withholding taxes.


       3.1    Business Expenses. Upon submission of itemized expense statements and other
appropriate documentation, in the manner specified by any policies adopted from time to time by
the Company, Employee shall be entitled to reimbursement for reasonable business and travel
expenses duly incurred by Employee in the performance of his duties under this Agreement.

        3.2      Benefit Plans. To the extent offered and maintained by the Company, Employee
shall be entitled to participate in the Company's medical and dental plans, life and disability
insurance plans and retirement plans pursuant to their terms and conditions. Employee shall be
entitled to participate in any other benefit plan offered by the Company to its employees during
the term of this Agreement, other than stock option or stock incentive plans. Nothing in this
Agreement shall be construed as requiring the Company or any affiliate of the Company to offer
or maintain any particular employee benefit plan or program or preclude the Company from
terminating same from time to time.

       3.3     Vacation. Employee shall be entitled to                       weeks of vacation
each year of full employment, exclusive of legal holidays, as long as the scheduling of
Employee's vacation does not interfere with the Company's normal business operations.

4.     EMPLOYEE'S BUSINESS ACTIVITIES. Employee shall devote the substantial
portion of his entire business time, attention and energy exclusively to the business and affairs of
the Company and its affiliates, as its business and affairs now exist and as they hereafter may be
changed. Employee may participate in other business, professional, civic, and governmental
organizations and activities that do not materially affect his ability to carry out his duties under
this Agreement.


       5.1   Termination. Notwithstanding anything herein to the contrary, the Company may
terminate Employee's employment under this Agreement for cause for any one of the following

       (i)     Employee's conviction of a felony, any act involving moral turpitude, or a
               misdemeanor where imprisonment is imposed;

       (ii)    Employee's commission of any act of theft, fraud, dishones
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