EMPLOYMENT AGREEMENT

This Employment Agreement (the Agreement) dated as of _________ (the

Effective Date) is made by and between ______________, (the Employer) and
_______________________, (the Employee) The Employer and the Employee may be
referred to individ!ally as a "arty or collectively as the "arties
RECITALS

WHEREAS, the Employer is engaged in the b!siness of
_______________________________________________________________________
_____________________________________________________________________#
and
WHEREAS, the Employer desires to employ the Employee, and the Employee
wishes to enter into s!ch employment, on the terms and conditions set forth in this
Agreement# and
WHEREAS, each "arty is d!ly a!thori$ed and capable of entering into this
Agreement
NOW, THEREFORE, in consideration of the m!t!al acts and promises,
covenants, agreements, representations, and warranties hereinafter set forth, and other
good and val!able consideration, the receipt and s!fficiency of which is hereby
ac%nowledged, the "arties hereto agree as follows&
1. EMPLOYMENT.
The Employer hereby employs, engages, and hires the Employee on a f!ll'time basis, and
the Employee hereby accepts this employment s!b(ect to the terms and conditions of this
Agreement The Employee agrees and !nderstands that )s*he is an employee at will,
and nothing herein shall be interpreted to mean that the Employee is anything other than
an employee at will The Employee+s employment may be terminated by either "arty at
any time p!rs!ant to ,ection -. hereof
2. TERM.
The term of this Agreement shall begin on ____________________ and contin!e !ntil
terminated by either "arty in accordance with the provisions of ,ection -. of this
Agreement or by law The period d!ring which the Employee is employed p!rs!ant to
this Agreement shall be referred to as the Employment "eriod
3. COMPENSATION.
,!b(ect to the terms and conditions of this Agreement, the Employee shall be
compensated for )his*)her* services as follows&
Employment Agreement
(a) /ase ,alary The Employer shall pay the Employee an ann!al base salary
of 0___________________ (the ,alary), payable in e1!al ___________
)monthly*)bi'monthly*)semi'monthly*)etc* installments at the end of each
s!ch period d!ring the Employment "eriod The ,alary may be s!b(ect to
s!ch increases as may from time to time be determined by the )"resident*
of the Employer
(b) 2on',alary /enefits The Employee shall be entitled to the following
additional benefits&
___________________________________________________________
___________________________________________________________
_
(c) 3acation D!ring the Employment "eriod, the Employee shall be entitled
to ________ days of paid vacation each year
(d) (Optional) ,igning /on!s 4ithin ____ days of the Effective Date, the
Employee shall receive a sign'on bon!s of 0__________________ 5f the
Employee is terminated for ca!se or if the Employee terminates
employment within ______ year)s* of the Effective Date, the Employee
m!st ma%e a pro'rated repayment of the sign'on bon!s
(e) (Optional) "erformance /on!s The Employee shall be entitled to
participate in an ann!al cash bon!s program based on performance and
calc!lated as a percentage of the Employee+s ,alary
(f) (Optional) ,toc% 6ptions After ____ (____) f!ll year)s* of employment,
the Employee shall be considered for participation in the Employer+s stoc%
option plan in accordance with the terms of s!ch plan
(g) 6ther /enefits The Employee shall be entitled to s!ch other benefits as
may be c!stomarily granted by the Employer to employees of similar ran%
and position
(h) 4ithholding All s!ms payable to the Employee !nder this Agreement
shall be red!ced by all federal, state, local, and other withholdings and
similar ta7es and payments re1!ired by applicable law
4. RESPONSIBILITIES AND DUTIES.
The Employee+s responsibilities shall incl!de (b!t shall not be limited to) the
following&_______________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(the ,ervices) 8rom time to time, the Employer may revise the nat!re of the
Employee+s ,ervices The Employee will promptly and faithf!lly comply with all
Employment Agreement
reasonable instr!ctions, directions, re1!ests, r!les, and reg!lations made or iss!ed by the
Employer, and the Employee will perform the ,ervices conscientio!sly and in a timely
manner in and to the best of the Employee+s abilities at all times, when and wherever
re1!ired or desired by the Employer and p!rs!ant to the e7press and implicit terms of this
Agreement, to the reasonable satisfaction of the Employer ,!ch d!ties shall be rendered
at _______________________________ and at s!ch other place or places as the
Employer shall in good faith re1!ire or as the interest, needs, b!siness, or opport!nity of
the Employer shall re1!ire
5. OTHER EMPLOYMENT.
The Employee shall devote all of )his*)her* time and attention solely to the Employer+s
b!siness and interest D!ring the Employment "eriod, the Employee shall not engage,
directly or indirectly, in any other b!siness activity, regardless of whether it is p!rs!ed
for gain or profit# provided, however, nothing contained in this ,ection 9 shall be deemed
to prevent or to limit the right of the Employee to invest )his*)her* money in real estate or
in other companies if s!ch investment does not oblige the Employee to assist in the
operation of the affairs of s!ch companies

6. (Optional) WORKING AMENITIES.
The Employee shall have access to all facilities and services s!itable to )his*)her* position
and appropriate for the performance of )his*)her* d!ties
7. EPENSES.
The Employer shall reimb!rse the Employee for all b!siness e7penses act!ally and properly
inc!rred by the Employee in connection with )his*)her* d!ties !nder this Agreement in
accordance with the Employer+s normal policies The reimb!rsement of s!ch e7penses shall
be s!b(ect to the Employee+s provision to the Employer of receipts, statements, and
vo!chers to the Employer+s satisfaction
!. CONFIDENTIALITY.
D!ring and after the Employment "eriod, e7cept as permitted by the Employer or
re1!ired by law, the Employee shall not div!lge or appropriate to )his*)her* own !se or to
the !se of others any secret or confidential information or %nowledge pertaining to or
otherwise affecting the Employer+s b!siness incl!ding b!t not limited to any of its
c!stomer lists, prod!cts, services, costs, profits, mar%ets, sales, trade secrets, or other
information not readily available to the p!blic witho!t regard to whether any of the above
will be deemed confidential, material, or important The "arties stip!late that, as between
them, s!ch matters are important, material, and confidential and affect the effective and
s!ccessf!l cond!ct of the Employer+s b!siness, and the Employer+s good will, and that
any breach of the terms of this ,ection : shall be deemed a material breach of this
Agreement

Employment Agreement
". NON#SOLICITATION.

D!ring the Employment "eriod and for a period of ______ year)s* thereafter, the
Employee shall not&
(a) canvass or solicit the b!siness of (or proc!re or assist in the canvassing or
soliciting of) any client, c!stomer, or employee of the Employer who is
%nown to the Employee as a res!lt of his association with the Employer
d!ring the Employment "eriod for the p!rposes of competing with the
Employer#
(b) accept (or proc!re or assist the acceptance of) any b!siness from any
client, c!stomer, or employee of the Employer %nown to the Employee as
a res!lt of his association with the Employer d!ring the Employment
"eriod for the p!rposes of competing with the Employer# provided,
however, that the Employer may consent to s!ch competition in writing#
or
(c) otherwise contact, approach, or solicit (or proc!re or assist in the
contacting, approaching, or soliciting of) any entity %nown to the
Employee thro!gh )his*)her* association with the Employer before the
Effective Date in s!ch a way as may ca!se detriment to the Employer.
1$. %Optional& NON#COMPETITION.
At the end of the Employment "eriod, by e7piration or termination, the Employee shall
not directly or indirectly engage, own, manage, control, operate, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation, or control of any b!siness similar to the type of b!siness cond!cted by the
Employer for a period of _____ years and within __________ miles from the present
location)s* of the Employer+s b!siness 5f the Employee act!ally breaches or threatens to
breach the terms of this ,ection -;, the Employer shall be entitled to a preliminary
restraining order and in(!nction restraining the Employee from violating its provisions
2othing in this Agreement shall be constr!ed to prohibit the Employer from p!rs!ing any
other available remedies for s!ch breach or threatened breach, incl!ding the recovery of
damages from the Employee
11. %Optional& FIDELITY BOND.
The Employee shall, at the beginning of the Employment "eriod, apply for a fidelity or a
s!rety bond from s!ch company and in s!ch amo!nts as the Employer may specify in its
sole discretion The Employer shall pay all premi!ms on this bond The bond shall
contin!e in force and in s!ch amo!nts as the Employer may from time to time re1!ire 5f
s!ch bond is ref!sed or is ever canceled witho!t the Employer+s prior written approval,
the Employee+s employment may be terminated immediately and the Employee shall be
Employment Agreement
entitled to compensation to the date of s!ch termination only

12. TERMINATION.
Either "arty may, at any time, with or witho!t ca!se, terminate this Agreement by giving
___________ days+ written notice to the other "arty 5f re1!ested by the Employer, the
Employee shall contin!e to render )his*)her* services p!rs!ant to this Agreement d!ring
s!ch notice period, and shall be paid )his*)her* reg!lar compensation !ntil the last day of
the Employee+s employment (the Termination Date) (Optional))6n the Termination
Date, the Employee shall be paid a severance allowance of 0___________________#
provided, however, that any amo!nts o!tstanding or owed by the Employee to the
Employer may be ded!cted or withheld from this severance allowance*
13. RETURN OF PROPERTY.
At the end of the Employment "eriod or at any time on the Employer+s re1!est, the
Employee agrees to ret!rn to the Employer, retaining no copies or notes, all doc!ments
relating to the Employer+s b!siness incl!ding, b!t not limited to, reports, abstracts, lists,
correspondence, information, comp!ter files, comp!ter dis%s, and all other materials and
all copies of s!ch material, obtained by the Employee d!ring )his*)her* employment with
the Employer
14. (Optional) DISABILITY.
5f an Employee is !nable to perform )his*)her* d!ties !nder this Agreement for a period
of more than______ consec!tive wee%s by reason of )his*)her* illness or incapacity, the
,alary thereafter payable to )him*)her* d!ring the contin!ed period of s!ch illness or
incapacity shall be red!ced by ______ percent ( ___ <) The Employee shall be entitled
to )his*)her* f!ll ,alary only when )s*he ret!rns to f!ll employment 2otwithstanding the
foregoing, the Employer may terminate this Agreement if the Employee has been absent
from )his*)her* employment for a contin!o!s period of more than ________ months, and
all obligations of the Employer !nder this Agreement shall end on that date
15. (Optional) DEATH DURING EMPLOYMENT.
5f the Employee dies while in the Employer+s employ, the Employer shall pay to the
Employee+s estate any ,alary that wo!ld otherwise be payable to the Employee !p to the
end of the month in which )his*)her* death occ!rs The Employer shall in addition pay
0___________________ to the Employee+s widow)er*, or, if )s*he is not s!rvived by a
spo!se, to the Employee+s s!rviving children in e1!al shares, or, if )s*he is not s!rvived
by any children, to the Employee+s estate within ________days of the Employee+s death
16. FURTHER ASSURANCES.
Employment Agreement
Each "arty hereto shall cooperate and ta%e s!ch f!rther action as may be reasonably
re1!ested by the other "arty in order to carry o!t the terms and p!rposes of this
Agreement and any other transactions contemplated herein
17. (Optional) ARBITRATION.
Any controversy or claim arising o!t of this Agreement, or the breach, termination, or
invalidity of this Agreement shall be settled by arbitration in the city of
________________ in accordance with then'governing r!les of ________________ The
arbitrator(s) shall be bo!nd by the Agreement and shall interpret the Agreement in
accordance with the applicable laws of the =nited ,tates and the internal laws of the state
of ______________ Any award, order, or (!dgment made p!rs!ant to s!ch arbitration
shall be deemed final and shall be entered and enforced in any co!rt of competent
(!risdiction
1!. NOTICE.
Any notice or other comm!nication provided for herein or given here!nder to a "arty
hereto shall be in writing and shall be given in person, by overnight co!rier, or by mail
(registered or certified mail, postage prepaid, ret!rn receipt re1!ested) to the respective
"arty at the following address&
5f to the Employer&
__________________________________________
__________________________________________
__________________________________________
5f to the Employee&
__________________________________________
__________________________________________
__________________________________________
1". SUCCESSORS AND ASSIGNS.
This Agreement shall apply to all wor% performed by the Employee for the Employer,
incl!ding any of its past, present, or f!t!re affiliates or s!bsidiaries, and shall be binding
on the Employer+s assigns, e7ec!tors, administrators, and other legal representatives
This Agreement shall in!re to the benefit of the Employer+s s!ccessors and assigns The
Employee ac%nowledges that )his*)her* services are distinctive and personal, and that
)s*he therefore may not assign )his*)her* rights or delegate )his*)her* d!ties or obligations
!nder this Agreement
2$. NO IMPLIED WAI'ER.
The fail!re of either "arty to insist on strict performance of any covenant or obligation
!nder this Agreement, regardless of the length of time for which s!ch fail!re contin!es,
Employment Agreement
shall not be deemed a waiver of s!ch "arty+s right to demand strict compliance in the
f!t!re 2o consent or waiver, e7press or implied, to or of any breach or defa!lt in the
performance of any obligation !nder this Agreement shall constit!te a consent or waiver
to or of any other breach or defa!lt in the performance of the same or any other
obligation

21. GO'ERNING LAW.
This Agreement shall be governed by the laws of the state of______________ 5f
litigation res!lts from or arises o!t of this Agreement or the performance thereof, the
"arties agree to reimb!rse the prevailing "arty+s reasonable attorneys+ fees, co!rt costs,
and all other e7penses, whether or not ta7able by the co!rt as costs, in addition to any
other relief to which the prevailing "arty may be entitled
22. COUNTERPARTS(ELECTRONIC SIGNATURES.

This Agreement may be e7ec!ted in one or more co!nterparts, each of which shall be
deemed an original b!t all of which shall constit!te one and the same instr!ment 8or
p!rposes of this Agreement, !se of a facsimile, e'mail, or other electronic medi!m shall
have the same force and effect as an original signat!re
23. SE'ERABILITY.
(a) 4henever possible, each provision of this Agreement, will be interpreted
in s!ch manner as to be effective and valid !nder applicable law, b!t if
any provision of this Agreement is held to be invalid, illegal, or
!nenforceable in any respect !nder any applicable law or r!le in any
(!risdiction, s!ch invalidity, illegality, or !nenforceability will not affect
any other provision or any other (!risdiction, b!t this Agreement will be
reformed, constr!ed, and enforced in s!ch (!risdiction as if s!ch invalid,
illegal, or !nenforceable provisions had never been contained herein
(b) (Optional) )5f the restrictions against solicitation in ,ection > or against
competition contained in ,ection -; of this Agreement shall be determined
by a co!rt of competent (!risdiction to be !nenforceable beca!se they
e7tend for too long a period of time or over too great a geographical area,
or beca!se they are too e7pansive in any other respect, ,ections > and -;
shall be interpreted to e7tend only over the ma7im!m period of time for
which they may be enforceable and over the ma7im!m geographical areas
as to which they may be enforceable, and to the ma7im!m e7tent in all
other respects as to which they may be enforceable, all as determined by
s!ch co!rt in s!ch action*
24. ENTIRE AGREEMENT.
Employment Agreement
This Agreement constit!tes the final, complete, and e7cl!sive statement of the
!nderstanding of the "arties with respect to the s!b(ect matter hereof, and s!persedes any
and all other prior !nderstandings, both written and oral, between the "arties 5t may not
be changed orally b!t only by an agreement in writing signed by the "arty against whom
enforcement of any waiver, change, modification, e7tension, or discharge is so!ght

25. HEADINGS.
?eadings in this Agreement are for convenience only and shall not be !sed to constr!e
meaning or intent
Employment Agreement
IN WITNESS WHEREOF, the "arties have e7ec!ted this Agreement as of the
date first above written
EMPLOYER )E@"A6BEC 2A@E*
/y&
2ame&
Title&
EMPLOYEE )E@"A6BEE 2A@E*
/y&
2ame&
Employment Agreement