FORM OF EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND ITS EXECUTIVE OFFICERS EMPLOYMENT AGREEMENT
Exhibit 10.35
FORM OF EMPLOYMENT AGREEMENT BETWEEN THE
COMPANY AND ITS EXECUTIVE OFFICERS
THIS EMPLOYMENT AGREEMENT entered into _______________, 200_ by and between
MITY Enterprises, Inc., a Utah corporation (the "Company") and _________________,
("Employee").
NOW THEREFORE, it is agreed as follows:
1.
Employment. Effective ___________, 200_, The Company hereby agrees to employ the
Employee and the Employee hereby accepts such employment by the Company on the terms
contained herein.
2.
Duties. During the term of this Agreement, Employee will be employed as ___________ of the
Company to perform such duties for the Company commensurate with such position and may be
determined and assigned to him from time to time by the President of the Company. The
President or the Board of Directors may change at its discretion the title and responsibilities of the
Employee.
3.
Performance. Employee hereby accepts such employment for the compensation hereinafter
provided. During the period of his employment, Employee agrees to devote his full-time efforts
to the operations and affairs of the Company and to the performance of such duties hereunder as
may be assigned to him from time to time by the President of the Company. During the term of
this Agreement, Employee shall not engage in any business or activity which is detrimental to the
Company or which interferes with Employee's discharge of his duties and responsibilities
hereunder. Employee may, however, be engaged in other activities such as consulting and serving
on other Boards of Directors, upon the approval of the Company's Board of Directors.
4.
Compensation. For all employment services rendered by Employee during the period of
employment hereunder, the Company agrees to compensate Employee as set forth below:
(a)
The annual base salary of Employee shall be ________________ and such annual base salary
shall be reviewed annually by the Board of Directors of the Company and, at the Board's sole
discretion, may be increased or decreased depending upon the Company's success, Employee's
performance during the year and other factors deemed relevant by the Board of Directors of the
Company;
(b)
Participation in the company's bonus plan at the Board's sole discretion.
(c)
All compensation payable under this Agreement shall be subject to customary withholding
taxes and other employment taxes as required with respect to compensation paid by a corporation
to an employee.
5. Additional Benefits. The Employee shall be entitled to participate in all executive benefit programs offered from time to time and for which he is eligible, including, without limitation, all health, medical, dental, and life insurance programs, retirement plans, and any bonus plans adopted by the Company. During the period of his employment, Employee shall be reimbursed for his reasonable actual out-of-pocket business expenses incurred in the performance of services to the Company hereunder, in accordance with the general policy of the Company in effect from time to time.
6.
Term and Termination. Except in the case of earlier termination as provided herein, or unless
extended by written agreement of the parties hereto, this Agreement shall be for a term of five (5)
years from the effective date hereof and shall terminate immediately upon the expiration of the
term. The Company shall have the right, on written notice to Employee, to terminate Employee's
employment as follows:
(a)
Immediately at any time for cause. For purposes of this paragraph 6, the term "cause" shall
mean the willful breach or habitual neglect of Employee's duties under this Agreement or as an
employee of the Company, conviction of a felony, or abuse of drugs or alcoholic beverages; or
(b)
At any time without cause provided the Company shall be obligated to pay Employee his base
salary for a ____________ month period under the terms of this Agreement. This amount will be
net of applicable taxes and other required withholdings and any amount Employee may owe to the
Company and shall not include any amounts related to any executive bonus plans of the Company,
payable in equal monthly installments on the last day of each month commencing with the month
next following the date of termination.
The Employee's obligations set forth in paragraph 11 hereof and under the Proprietary
Information Agreement referenced in paragraph 10 below, shall survive the expiration or
termination of this Agreement.
7.
Death. In the event of Employee's death during the term of this Agreement, this Agreement
shall terminate immediately and Employee's legal representative shall be entitled to receive the
compensation due employee through the last day of the calendar month in which the death shall
have occurred.
8.
Disability. If during the term of this Agreement Employee should fail to perform his duties
hereunder on account of illness or other incapacity which the Board of Directors of the Company
shall in good faith determine renders the Employee incapable of performing his duties hereunder,
and such illness or other incapacity shall continue for a period of more than sixty (60) days, the
Company shall have the right, upon fifteen (15) days' notice to Employee, to terminate this
Agreement. In such event, Employee's right to be paid compensation hereunder shall terminate
thirty (30) days after the giving of such notice, but Employee shall be entitled to disability
payments and coverage upon the basis available to Company employees under disability benefit
plans, if any, of the Company which may from time to time be in effect. However, if prior to the
date specified in such notice the Board of Directors of the Company determines that Employee's
illness or incapacity has terminated and that he is then capable of satisfactorily performing his
duties hereunder, and if Employee shall have resumed the performance of such duties, Employee
shall be entitled to resume his employment hereunder as though such notice had not been given.
9.
Assignability. This Agreement shall not be assignable by either party without the prior written
consent of the other party, except that the Company may assign this Agreement to any entity
which acquires the Company resulting in the exchange of more than 50% of the outstanding
voting securities of the Company for consideration issued, or caused to be issued, by the acquiring
corporation or its subsidiary.
10.
Proprietary Information Agreement. Employee will sign a MITY Enterprises, Inc. Proprietary
Information Agreement in the form attached hereto as Exhibit "A."
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11.
Non-Compete Covenant. The Company and Employee agree that the Company's successful
operation depends, to a great extent, on Employee's special knowledge and expertise regarding
the Company's business and activities. Consequently, during the term of this Agreement and for a
period of three (3) years from the date of termination of Employee's employment with the
Company, Employee, in consideration of the Company's agreement to employ Employee, agrees
not to engage, directly or indirectly, personally or as an employee, agent, consultant, partner,
manager, officer, director, shareholder or otherwise, in any activities similar or reasonably related
to those in which Employee shall have engaged while employed by the Company nor render
services similar or reasonably related to those in which Employee shall have engaged while
employed by the Company for or on behalf of himself or any person, firm or business organization
which directly competes with the Company in any line of business in which the Company engages
or in which the Company's operating plan or budget prior to the Employee's termination calls for
the Company to engage during the following three (3) years, nor shall Employee engage in such
activities or render such services to any other person or entity engaged in or about to become
engaged in such activities for or on behalf of such person, firm or business organization, nor shall
employee entice, induce, or encourage any of the Company's other employees to engage in any
activity which, were it done by Employee, would violate any provision of the Proprietary
Information Agreement referred to in paragraph 10. Application of this paragraph shall apply
only with respect to any state, country or geographic area in which the Company does business,
has done business or anticipates doing business (as may be evidenced by the Company's operating
plan or budget prior to Employee's termination).
12.
Violation of Covenants. If any of the covenants or agreements contained in paragraph 11
above or in the Proprietary Information Agreement referenced in paragraph 10 above are violated,
Employee agrees and acknowledges that any such violation or threatened violation will cause
irreparable injury to the Company and that the remedy at law for any such violation or threatened
violation will be inadequate and that the Company will be entitled to injunctive relief without the
necessity of proving actual damages.
13.
Effect of Waiver. The waiver by either party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision or of any subsequent breach
of the same provision thereof.
14.
Severability. In the event that any portion, including any part of a section or subsection, of
this Agreement is invalid or unenforceable for any reason, the remaining portions of this
Agreement, including the remaining section or subsection, if any, shall be severable and shall
remain in full force and effect. The Parties to this Agreement agree that the court making a
determination that any term of provision of this Agreement is unenforceable shall modify the
scope, duration, geographic area or application of the term or provision to the maximum extent
permitted by applicable law.
15.
Notices. Any notice required to be given hereunder by any party to another shall be in writing
and delivered personally or sent by certified mail, postage pre-paid, return receipt requested, as
follows: if to Employee, at his address appearing on the payroll records of the Company, and, if
to the Company, at its principal executive office at 0000 Xxxx 000 Xxxxx, Xxxx, Xxxx 00000.
16.
Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Utah.
17.
Other Agreements. This Agreement does not conflict with or violate any other employment
agreement or covenant not to compete to which Employee is a party. This Agreement, including
any Exhibits hereto, constitutes the complete contract between the Company and Employee. All
other prior written or oral understandings between the Company and Employee regarding the
matters set forth herein are superseded by this Agreement. Any modification of this Agreement
must be in writing and signed by both parties.
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IN WITNESS WHEREFORE, the parties hereto have executed this Agreement effective as of the
day and year first above written.
MITY ENTERPRISES, INC.
By: ______________________________
Xxxxxxx X. Xxxxxx, President
__________________________________
Executive Officer
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