AGREEMENT EMPLOYMENT (FOR A CHIEF OPERATING OFFICER)This Agreement (Employment) (free to save and download) covers a company hiring a chief operating officer, and explains employment, term, job title and duties, confidential information, compensation, expenses, salary, benefits, incentives, housing allowance, work location, taxes, holidays, vacation leave, termination, severance, intellectual property, and general boilerplate for an agreement (employment). |
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Employee").
Recitals
WHEREAS, The Company wishes to engage the services of Employee as Chief Operating Officer of the Company, and
WHEREAS, Employee is willing to provide such services.
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT. The Company shall contract with Employee, and Employee shall serve as Chief Operating Officer during the term of employment set forth in Paragraph 2 of this Agreement. The Company's operations consist of the following: [_____________].
2. TERM. The term of this Agreement shall be for a period of three (3) years commencing on the date noted above (hereinafter referred to as "Commencement Date").
3. JOB TITLE AND DUTIES
3.1 Title and Duties. Employee shall have duties and responsibilities commensurate with the title of Chief Operating Officer. Employee shall devote time and attention to, and exert best efforts in the performance of duties hereunder, so as to promote and operate the businesses of the Company and the subsidiaries, associated companies and affiliates of the Company. As Chief Operating Officer, Employee shall report directly to the Company's "Board of Directors" and shall be responsible for the overall operational matters of all the subsidiaries and associated companies of the Company, including any other operational related matters which may be assigned by the Company from time to time. Employee's duties shall include the supervision of all the operational matters related to staff of the Company.
3.2 Confidential Information. Employee shall not use or permit the use of any trade secrets, customers' lists, or other information of, or relating to the Company, except as may be necessary in the performance of duties or as may be required by any applicable law or determination of any duly constituted administrative agency.
4. COMPENSATION AND EXPENSES
4.1 Compensation
(i) Base Salary. The Company shall pay Employee a basic salary of US$[_____________] per month and such salary shall be revised upward annually at a rate as may be solely determined by the Company based on an annual review of performance as may be conducted by the Company. In making monthly payment, the Company shall be entitled to deduct any cash based compensation which may be paid by any of its subsidiaries and/or associated companies and/or affiliates.
(ii) Benefits. Employee shall be entitled to enjoy all the employee benefit plans that the Company may implement from time to time for employees of equal rank.
(iii) Incentives. Employee shall be entitled to participate in any performance incentive plan that the Company may implement from time to time.
4.2 Business Expenses. The Company will reimburse Employee for all reasonable expenses properly incurred by him in the performance of duties, upon presentation of properly itemized charges, receipts and/or similar documentation, and otherwise in accordance with policies established from time to time.
4.3 Housing Allowance. Employee may be required to discharge duties under this Agreement from the following locations: [_____________]. In such case, Employee shall be entitled to a Company paid accommodation for Employee and Employee's immediate family members or a monthly housing allowance of a reasonable amount to be solely determined by the Company, payable monthly. This allowance will be paid directly to Employee who will be responsible for negotiating and concluding contractual arrangements for housing and making all relevant payments.
4.4 Work Location And Taxes. For the purpose of compensation payable to Employee under this Agreement, Employee is deemed to be based in [_____________]. Employee shall be fully responsible for any income tax or other taxes he may be subjected to in [_____________] and/or any country which Employee may be located to discharge duties.
5 Holidays and Annual Vacation Leave. Employee shall be entitled to all public holidays in the country Employee is located at the time, in addition, to annual vacation leave which shall accrue on a pro rata basis during the Agreement term at the rate of [_____________] days per annum which vacation and/or personal day(s) shall be taken at such time or times as are consistent with the needs of the business.
6. TERMINATION AND SEVERANCE PAYMENT.
6.1 Termination. Upon the occurrence of an event of termination (as hereinafter defined) during the period of Employee's employment under this Agreement, the provisions of this Paragraph 6 shall apply for consequence relating to the financial obligations of the parties hereto. As used in this Agreement an "event of termination" shall mean and include any one or more of the following:
(i) The termination by the Company of Employee's employment under this Agreement hereunder due to "cause", in which event, the Company shall be entitled to discontinue all it obligations under this Agreement. Termination by the Company for "cause" shall mean Employee's termination by action of the Company because of dishonesty, gross neglect of duties hereunder, conviction of a felony, engaging in any competing business of the Company, or willful misconduct.
(ii) Employee's resignation from the Company pursuant to the provisions of this paragraph, upon material breach of this Agreement by the Company and such breach continues for at least ninety (90) days following written notification by Employee. Upon the occurrence of the event described above, Employee shall have the right to elect to terminate this Agreement by resignation upon not less than thirty (30) days prior written notice, and in which event, the Company shall be obligated to pay to Employee, within [_____________] days from the date of termination of this Agreement, an amount equals to last drawn monthly basic salary multiplied by [_____________].
(iii) Termination by action of the Company without "cause", and in which event, the Company shall be obligated to pay to Employee, within [_____________] days from the date of termination of Employee's employment with the Company, an amount equal to the last drawn monthly basic salary multiplied by [_____________].
(iv) Employee's resignation from the Company for whatever reason other than that stated in Clause 6 (ii) above, in which event, Employee shall be obligated to pay to the Company, within [_____________] days from the date of termination of Employee's employment with the Company, an amount equal to the last drawn monthly salary multiplied by [_____________].
7. INTELLECTUAL PROPERTY. Any idea, invention, design, written material, manual, system, procedure, improvement, development or discovery conceived, developed created or made by Employee alone or with others relating to the business of the Company or any of its subsidiaries or associated companies or affiliates during the term of the Agreement and whether or not patented or copyrighted or trademarked, shall become the sole and exclusive property of the Company. Employee shall disclose the same promptly and completely to the Company and shall, during the term of the Agreement: (i) execute all documents required by the Company for vesting in the Company the entire right, title and interest in and to same, (ii) execute all documents required by the Company for filing and prosecuting such applications for patents, trademarks, service marks and/or copyrights as the Company, in its sole discretion, any desire to prosecute, and (iii) give the Company all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect the Company's right therein and thereto.
8. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors. The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party. Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Employee in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Employee without such consent is invalid. No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Captions and Plural Terms. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.
IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.
COMPANY
By: __________________________________
Print Name: ___________________________
Title: ________________________________
EMPLOYEE
By: __________________________________
Print Name: ___________________________
Title: ________________________________