What is an Executive Employment Agreement?
An Executive Employment Agreement will often include how the executive will be paid (salary, wage, commission, or some combination of these); the payment schedule; your policy on reimbursing out-of-pocket expenses; any specific duties for the executive position; any non-compete provisions; what kinds of information the executive must keep confidential; benefits such as vacation time, sick leave, and health insurance; the length of the employment period; and who will sign the contract. Whatever the position or the size of your company, we'll help you tailor the Executive Employment Agreement to your specific needs.
When to use an Executive Employment Agreement:
- You are an employer and want to recruit a top-level Executive to your organization.
This Employment Agreement (this "Agreement") is made effective as of , by and between of , , , and of , , , .
A. is engaged in the business of will primarily perform the job duties at the following location: , , .
B. desires to have the services of .
C. is willing to be employed by .
Therefore, the parties agree as follows:
EMPLOYMENT. shall employ as a(n) . shall provide to duties as needed. accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of and 's Board of Directors.
BEST EFFORTS OF EMPLOYEE. agrees to perform faithfully, industriously, and to the best of 's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of . Such duties shall be provided at such place(s) as the needs, business, or opportunities of may require from time to time. shall devote his full business time to the rendition of such Services, subject to absences for customary vacations and for temporary illness. In addition, will not engage in any other gainful occupation which requires 's personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.
. Accounting. shall maintain records in sufficient detail for purposes of determining the amount of the commission. shall provide to a written accounting that sets forth the manner in which the commission payment was calculated.
. Right to Inspect. , or 's agent, shall have the right to inspect 's records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by .
. Death of the Employee. If dies during the term of this Agreement, shall be entitled to payments or partial commission payments for the period ending with the date of 's death.
"out-of-pocket" expenses incurred by in accordance with 's policies in effect from time to time. the following "out-of-pocket" expenses in accordance with policies in effect from time to time:
- travel expenses
- professional dues and expenses
- cost of job-related education
- product design
- technical matters
- trade secrets
- customer lists
- business affairs
- future plans
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that has disclosed (or has threatened to disclose) Information in violation of this Agreement, shall be entitled to an injunction to restrain from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages, attorneys' fees and costs incurred while seeking to enforce this Agreement.
CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a period after the termination of 's employment.
INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by , individually or in conjunction with others, during s employment by (whether during business hours or otherwise and whether on 's premises or otherwise) which relate to 's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to and are and shall be the sole and exclusive property of .
in any business competitive with .in any business with the following competitor(s):
This covenant shall apply to the geographical area that includes After completion of of employment, shall be entitled to shall be entitled to day(s) hour(s) paid time, due to illness unpaid time, due to illness or for personal business, for each calendar year beginning January 1, . for each year of employment, with the year to be measured using 's starting date as the point of beginning. may be converted into cash compensation at a rate of per . Sick leave benefits may not be converted into cash compensation. Sick leave may be accumulated from year to year up to a total of ; excess amounts shall be forfeited. Sick leave may not be accumulated from year to year; unused benefits shall be forfeited.
If is unable to work for more than because of sickness or total disability, and if 's unused sick leave is insufficient for such period, a maximum of of 's unused vacation time shall be applied to such absence.
After completion of of employment, shall be entitled to shall be entitled to day(s) hour(s) week(s) months(s) paid time, for personal business unpaid time, for personal business or due to illness, for each calendar year beginning January 1, . for each year of employment, with the year to be measured using 's starting date as the point of beginning. may be converted into cash compensation at a rate of per . Personal leave benefits may not be converted into cash compensation. Personal leave may be accumulated from year to year up to a total of ; excess amounts shall be forfeited. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.
If is unable to work for more than because of personal business, and if 's unused personal leave is insufficient for such period, a maximum of of 's unused vacation time shall be applied to such absence.
shall be entitled to holidays with pay during each calendar year. All requests for holidays off shall be made by in accordance with policies in effect from time to time. shall be entitled to the following holidays with pay during each calendar year:
- New Year's Day
- Memorial Day
- 4th of July
- Labor Day
- Thanksgiving Day
- Christmas Day
- health insurance
- disability insurance
- life insurance
TERM/TERMINATION. 's employment under this Agreement shall be for If shall so terminate this Agreement, shall be entitled to compensation for beyond the termination date of such termination, unless is in violation of this Agreement.
If 's employment is terminated by without cause, shall continue to receive s base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of from the effective date of termination (the "Severance Period").
TERMINATION DUE TO DEATH. s employment under this Agreement will terminate immediately upon s death and shall not have any further liability or obligations to 's estate, executors, heirs, assigns or any other person claiming under or through s estate, except that 's estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to 's beneficiary designation.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.
BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of are personal and may not be assigned by .
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of .
SIGNATORIES. This Agreementt shall be executed on behalf of by , and by . The Agreement shall be effective as of the date first written above.
AGREED TO AND ACCEPTED.
|The non-compete provision is intended to provide additional protection against the possibility that the knowledge gained by the Employee regarding the Employer will be used in the future to compete against the Employer. However, the courts in many states view non-compete provisions as "restraints of trade," and therefore are reluctant to enforce them. Therefore, it is advisable to consult a lawyer to determine to what extent a non-compete provision may be enforceable in your state.