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.
AT-WILL EXECUTIVE EMPLOYMENT AGREEMENT WITH
THIS AT-WILL EXECUTIVE EMPLOYMENT AGREEMENT WITH CAR
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
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
1. DESCRIPTION OF DUTIES
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:
[DESCRIBE ESSENTIAL JOB FUNCTIONS].
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.
7. INDEMNIFICATION AND HOLD HARMLESS
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.
8. MEDIATION AND BINDING ARBITRATION
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.
9. LIMITATION OF DAMAGES
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.
10. ATTORNEYS’ FEES AND COSTS
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.
11. MISCELLANEOUS PROVISIONS
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
12. GOVERNING LAW, CONSENT TO JURISDICTION AND VENUE
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 ________.
13. ENTIRE AGREEMENT
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.
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