At Will Executive Employment Agreement

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									This is an agreement between an employer and an executive which establishes that
either party can end the employment relationship at anytime without advance notice.
Additionally, this agreement includes a car allowance whereby the employer pays for
the executive’s business vehicle. This agreement allows for customization by allowing
the parties to include the job duties and other essential functions of the executive. The
employment relationship can end at any time, for any reason permitted by law, with or
without cause and with or without notice. This agreement is ideal for small businesses
and other entities that want to establish “at will” employment with their executives while
compensating their business vehicle.
                CAR ALLOWANCE
ALLOWANCE (this “Agreement”) is made and entered into as of _________ day of
____________, ______ (the “Effective Date”) by and between ____________________ (the
“Employer” or the “Company”) and ___________________ (the “Executive”).


WHEREAS, Employer wishes to hire Executive on the terms and conditions of this Agreement;

WHEREAS, Executive wishes to work for Employer as provided on terms and conditions of
this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other
good and valuable consideration as set forth herein, Employer and Executive hereby agree as



   A.     Name of Position. The Executive shall be employed in the capacity of:
          ___________________________________ [NAME OF POSITION].

   B.     Essential Job Functions and Duties. The essential job functions or duties of this
          position are as follows:


   C.     Duty of Loyalty and Best Efforts. The Executive shall devote the Executive's best
          efforts and substantially all of the Executive's working time to performing the duties
          on behalf of Employer.


   A.     Base Compensation. Executive shall receive a salary of __________ ($____)
          dollars per month payable in equal installments on the _______ of each month,
          payable in equal installments in accordance with the ordinary and customary payroll

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          practices of the Employer. Employer shall deduct or withhold from compensation
          any and all sums required for Federal income and Social Security taxes, as well as all
          state or local taxes.

   B.     Commission. As additional compensation for services to be rendered under this
          Agreement, Executive shall be entitled to a commission income on the following
          basis: _____________________________________________. [State basis of

   C.     Incentive Compensation. As additional compensation to provide incentives for
          Executive to extend his/her best efforts to work to increase the profits of the
          Company, Executive shall be eligible to receive incentive compensation in
          accordance with the terms and conditions of the Company's Senior Executive
          Incentive Compensation Plan (the "Plan"), as the Plan has been established by the
          Company and as it may be revised from time to time. A copy of the Plan shall be
          delivered to Executive along with this Agreement and a copy of any revisions shall be
          provided to Executive when such revisions become effective. Executive shall have
          __________participation points in the Plan. Executive's participation in the Plan and
          the number of participant points are subject to revision or adjustment by the
          Compensation Committee of the Company's Board of Directors at the Committee's

   D.     Expense Reimbursement. Executive shall be entitled to reimbursement of any or all
          reasonable expenses authorized and reasonably incurred expenses incurred in the
          performance of his/her duties under this Agreement, subject to reasonable expense
          reimbursement policies as may be instituted from time to time by Employer. To
          receive reimbursement, Executive shall timely provide Employer with an itemized
          account of all expenditures and receipts.

   E.     Salary Adjustments. Employer may at times adjust salaries depending on overall
          company performance, performance of Executive and other competitive factors.

   F.     Exclusive Service. Executive agrees that, while employed by the Company,
          Executive's entire time and best efforts will be devoted to the performance of the
          duties specified hereunder, it being understood that the Company shall be entitled to
          and Executive agrees to give exclusive service to the Company. Executive
          specifically agrees, while employed by the Company, not to participate in the
          organization or operation of any competing business and to promptly disclose to the
          Company any plans which Executive may have to engage in any competitive


   A.     Insurance. 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

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           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.

   B.      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

   C.      Executive Vehicle Policy. Executive shall be entitled to a car allowance of
           _____________ ($________) dollars per_______________ [MONTH/YEAR],
           which shall be paid periodically together with his or her salary. Also, the Company
           agrees to pay an automobile insurance of up to _____________ ($________) dollars
           per year for Executive’s primary business vehicle, and to provide a gasoline credit
           card for business use.


        “At Will” Employment. Executive’s employment with Employer is “at will.” “At will”
        is defined as allowing either Executive or Employer to terminate the Agreement at any
        time, for any reason permitted by law, with or without cause and with or without notice.


   A.      Company Obligations. If Executive is terminated for reasons other than good cause,
           or if Executive terminates his employment within ninety (90) days after Executive
           suffers an adverse change in employment circumstances, and in consideration of
           Executive's compliance with Executive's execution of a General Release in favor of
           the Company and its affiliates, officers and directors, the Company shall pay
           Executive an amount equal to __________ _ (____%) percent of the aggregate of
           Executive's salary, incentive compensation and long-term incentive compensation,
           which was payable for the ________quarters prior to Executive's date of termination.

   B.      Payment of Severance Payment. The Severance Payment shall be paid in ____ equal
           installments, the first of which shall be paid within thirty (30) days after the
           termination date. The other three installments will be paid six months, twelve months
           and twenty-four (24) months after the termination date, respectively. Executive agrees
           that in the event that Executive breaches any provision of this Agreement or of the
           general release, his right to receive future installments of the Severance Payment shall
           terminate as of the date of such breach.

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   C.      Continuation of Benefits. Company, at its expense, shall continue health, insurance
           and other welfare benefits and contributions to the applicable retirement plan(s) for
           the benefit of Executive and his family at the same level as would have occurred had
           there been no employment termination for the period until the date the final
           installment of the Severance Payment is paid.

   D.      Non-Competition. In consideration for his entitlement to receive the Severance
           Payment, Executive agrees that for a period of __________ ( ) months following
           the Termination Date, Executive will not engage, directly or indirectly, as an
           individual or representative or employee of others, in the business of designing,
           manufacturing or selling products in competition with the Company or any of its
           subsidiaries in any geographic area where the Company or such subsidiary is doing


   A.      Non-Disclosure of Proprietary or Confidential Information. Executive agrees not to
           use, disclose or communicate, proprietary or confidential information about
           Employer, its operations, customers, or any other proprietary or confidential
           information, that relate to Employer’s business. Executive understands and that any
           breach of this provision, or of any other Confidentiality or Non-Disclosure
           Agreement, is a material breach of this Agreement.

   B.      Non-Solicitation of Employer’s Customers. Executive agrees that for a period of
           _____________ ( ) months following termination of employment, for any reason
           whatsoever, Executive will not solicit customers or clients of Employer.

   C.      Non-Recruit Covenant. Executive agrees not to recruit any of Employer’s employees
           for the purpose of any outside business either during or for a period of ____________
           ( ) months after Executive’s term of employment with Employer has terminated.


        Executive hereby agrees to indemnify, defend, save, and hold harmless Employer, its
        shareholders, officers, directions, and other agents from and against all claims, liabilities,
        causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which
        arise out of or are related to the Executive’s performance of job functions or duties under
        this Agreement, failure to perform job functions or duties as required, or result from
        conduct while engaging in any activity outside the scope of this Agreement, before,
        during or after the termination of this Agreement. Executive understands that this
        obligation of indemnification survives the expiration or termination of this Agreement.


        In the event a claim or dispute shall arise between the parties to this Agreement, arising
        out of or relating to this Agreement, or the breach thereof, the parties agree to participate

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        in mediation or binding arbitration prior to filing a formal complaint in a court of law.
        The parties agree to share equally in the costs of mediation or arbitration.


        Executive agrees and stipulates that any remedies they may have for the breach of any
        employment related obligation, whether under law or by way of contract, shall be limited
        to the equivalent of ________ ( ) months’ salary of Executive where allowed by law.
        This limitation is inclusive of any claims for special damages, general damage,
        compensatory damage, loss of income, emotional damage, or punitive damages.


        Executive and Employer agree that should any action be instituted by either party against
        the other regarding the enforcement of the terms of this Agreement, the prevailing party
        shall be entitled to all of its expenses related to such litigation including, but not limited
        to, reasonable attorneys' fees and costs, both before and after judgment.


   A.      Notices. Notices shall be sent to the parties at the following addresses:

           For Employer:       _____________________

           For Executive:      _____________________

   B.       Severability. To the extent that any provision hereof is deemed unenforceable, all
           remaining provisions of this Agreement shall not be affected thereby and shall remain
           in full force and effect.

   C.      Waiver of Breach. The waiver by Employer of a breach of any provision of this
           Agreement by Executive shall not operate as a waiver of any subsequent breach by
           the Executive. No waiver shall be valid unless placed in writing and signed by


        This Agreement shall be construed in accordance with, and governed in all respects by,
        the laws of the State of___________, without regard to conflicts of law principles. The
        parties voluntarily consent to the jurisdiction of state and federal courts in the State of

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      ___________.The Parties further agree and consent that venue of any action hereunder
      shall be exclusively in the County of_______, in the State of ________.


      This Agreement constitutes the entire agreement, and supersedes any prior understanding
      or representation of any kind preceding the date of this Agreement. There are no other
      promises, conditions, understandings or other agreements, whether oral or written,
      relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, each of Employer and Executive have executed this Agreement as of
the date first above written.

EMPLOYER                                  EMPLOYEE

____________________________              ____________________________
[NAME]                                    [NAME]

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