SAMPLE EMPLOYMENT AGREEMENT
AGREEMENT dated as of 20XX between , a New York/New Jersey/Connecticut not-for-profit corporation (the "Company"), and EXECUTIVE, residing at (the "Executive").
WHEREAS the parties desire to enter into an employment agreement, on the terms and conditions hereinafter set forth, providing for the employment of the Executive by the Company for the term herein specified,
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. Employment and Term.
The Company hereby employs the Executive, and the Executive hereby agrees to serve, as a management level employee of the Company with the duties set forth in Section 2, for a term (hereinafter called the "Term of Employment") beginning [DATE], and ending on [DATE], unless sooner terminated as provided herein. This contract may be renewed in writing signed by an authorized member of the Company's Board of Directors.
Section 2. Duties.
(a) The Executive agrees that during the Term of Employment, he will hold the office of [ ] reporting to the Company's [ ]. The Executive agrees that he will perform faithfully and to the best of his ability such duties and assignments relating to the business of the Company, as the [ ] of the Company shall direct and consistent with the office of [ ].
(b) During the Term of Employment, the Executive shall, except during customary vacation periods and periods of illness, devote all of his business time and attention to the performance of his duties hereunder and to the business and affairs of the Company and to promoting the best interests of the Company and he shall not, either during or outside of normal business hours, engage in any activity inimical to such best interests. Notwithstanding the foregoing, Executive may serve as a Director on Boards of organizations which do not compete with the Company and may engage in charitable or civic pursuits provided that they do not interfere with the performance of his Duties.
Section 3. Compensation During Term of Employment.
(a) Base Salary. During the Term of Employment, the Company shall pay to the Executive compensation (in addition to the compensation provided for elsewhere in this agreement) in equal monthly installments at the rate of $ ,000 per
Contract Year (such amount being herein called "Base Salary") from 1, 20XX
through 31, 20XX. Beginning , l, 20XX, the Company shall pay to the Executive a Base Salary of $ ,000 per annum in equal monthly installments. Executive's Base Salary shall be reviewed at least annually during the term of the Agreement with regard to potential increases as authorized by the Board of Directors. The Base Salary shall be paid in such periodic installments as the Company may determine, but not less often than bi-monthly.
(b) Bonus. Executive may be eligible to receive a bonus but only in the sole discretion of the Board of Directors.
(c) Fringe Benefits and Perquisites. During the Term of Employment, the Executive shall enjoy the customary perquisites of office, including but not limited to, office space and furnishings, secretarial services, expense reimbursements and any similar emoluments uniformly afforded to senior management officials of the Company as authorized or approved by the Board of Directors.
(e) Vacations. The Executive shall be entitled each year to a paid vacation of __ weeks. The Company shall not pay the Executive any additional compensation for any vacation time not used by the Executive.
Section 4. Termination of Employment.
(a) Death or Total Disability. The employment of the Executive will terminate upon his death or if, by reason of partial or total disability, Executive is incapable of performing his principal duties hereunder for a period of 90 consecutive working days or for more than 120 working days in any 12 month period ("Disability"). If, during the Term of Employment, the employment of the Executive is terminated due to death or Disability, the Executive or his estate shall receive, within 10 days of such termination, Base Salary provided for in Section 3 as then in effect, accrued through the date of termination of Executive's employment ("Date of Termination"). Upon the Date of Termination, all other benefits under this Agreement shall lapse, expire and be forfeited (other than the proceeds of any insurance or disability policy or medical coverage provided by the Company which are or become payable by reason of the Executive's death or Disability, as the case may be).
(b) For Cause or for Lack of Good Reason. The employment of the Executive may be terminated by the Company at any time for Cause, as defined below. If, during the Term of Employment, the employment of the Executive is terminated by the Company for Cause, as defined below, the Executive shall receive, within 10 days of such termination, Base Salary provided for in Section 3 as then in effect, accrued through the Date of Termination. Upon the Date of Termination, all other benefits under this Agreement shall lapse, expire and be forfeited.
(c) Without Cause. (i) The employment of the Executive may also be terminated by the Company at any time without Cause as defined herein. If, during the Term of Employment, the employment of the Executive is terminated by the Company without Cause, the Executive shall continue to receive Base Salary provided for in Section 3 as then in effect and medical and other insurance coverage in effect on the Date of Termination for the - months following termination (the "Severance Period"). Subject to the severance arrangements described herein, all other benefits under this Agreement shall lapse, expire and be forfeited.
(d) Definition of "Cause" and "Good Reason". "Cause" means (i) willful failure of the Executive to perform his duties with the Company which have been duly assigned to the Executive and which duties are commensurate with the position for which Executive is then employed, (ii) the engaging by the Executive in willful conduct which is materially injurious to the Company, (iii) the conviction or plea of nolo contendre of the Executive of any crime or offense constituting a felony, (iv) material breach of this Agreement or the confidentiality provisions contained herein and described in Section 5 of this Agreement.
Section 5. Trade Secrets and Confidential Information.
The Executive shall not, either directly or indirectly, except as required in the course of his employment by the Company, disclose or use at any time, whether during or subsequent to the Term of Employment, any information of a proprietary nature owned by the Company, including, but not limited to, (i) lists of customers, clients and contacts or any of them, (ii) contracts with customers, programmers, developers, suppliers, distributors and other dealers, marketing plans, financial condition and results of operation, and (iii) records, data, formulae, documents, specifications, inventions, processes, methods and intangible rights which are acquired by him in the performance of his duties for the Company and which are of a confidential information or trade secret nature. All inventions, processes, methods and intangible rights, lists of customers, clients and contacts or any of them, contracts with customers, suppliers and distributors, records, files, drawings, documents, equipment and the like, relating to the business of the Company, which the Executive shall invent, develop, conceive, produce, prepare, use, construct or observe, shall be and remain the sole property of the Company. Upon the termination of his employment (or earlier upon request of the Company), the Executive shall return to the possession of the Company all materials (and all copies thereof) involving any and all confidential information or trade secrets of, and shall not take any material or copies thereof from the possession of, the Company.
Section 6. Miscellaneous.
(a) The captions in this agreement are not part of the provisions hereof, are merely for the purpose of reference and shall have no force or effect for any purpose whatsoever, including the construction of the provisions of this agreement, and if any caption is inconsistent with any provisions of this agreement, such provisions shall govern.
(b) This agreement is made in, and shall be governed by and construed in accordance with the internal laws of, the State of New York [New Jersey/Connecticut].
(c) This agreement contains a complete statement of all of the arrangements between the parties with respect to the subject matter hereof, and there are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this agreement which are not fully expressed in this agreement. This agreement may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against whom any waiver, change, modification or discharge is sought.
(d) All notices given hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, and, if intended for the Company, shall be addressed to it at its principal office at for the attention of or at such other address and for the attention of such other person of which the Company shall have given notice to the Executive in the manner herein provided, and, if intended for the Executive, shall be addressed to him at his then current residence address as shown by the employment records of the Company, or at such other address or to such designee of which the Executive shall have given notice to the Company in the manner herein provided. Each such notice shall be deemed to be given on the date received at the address of the addressee.
(e) The Company and the Executive will treat this agreement as confidential, and neither of them will disclose the contents of this agreement to any person, except as may be required by law and except as the Company may need to do so in its dealings with banks or other lenders or otherwise in the normal course of business.
(f) The Executive irrevocably (i) consents to the jurisdiction and venue of the Southern District Federal court located in New York State [or other appropriate New Jersey or Connecticut federal court] (or, if jurisdiction is not available in such forum, to the jurisdiction of the courts of the State of New York [or New Jersey or Connecticut] located in New York City [or New Jersey/Connecticut]) in connection with any action, suit or other proceeding arising out of or relating to this agreement or any act taken or omitted hereunder, (ii) waives and agrees not to assert in any such action, suit or other proceeding that he is not personally subject to the jurisdiction of such courts, that the action, suit or other proceeding is brought in an inconvenient forum or that the venue of the action, suit or other proceeding is improper, (iii) waives personal service of any summons, complaint or other process and (iv) agrees that the service thereof may be made by certified or registered mail directed to the Executive at his address for purposes of notices hereunder. Should the Executive fail to appear or answer within the time prescribed by law, he shall be deemed in default and judgment may be entered by the Company against him for the amount or other relief as demanded in any summons, complaint or other process so served. Nothing contained herein shall affect the rights of the Company to bring such an action, suit or other proceeding in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.
Not-For Profit.
By: __________________
By:___________________
Executive