ChangeinControlEmploymentAgreement雇佣变更协定.doc
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Change in Control Employment Agreement [Amendment No. 1]雇佣管理变更协议with _________This AMENDMENT No. 1(the "Amendment"), effective as of _________(M,D,Y), by and between AAA Corporation, a _________ corporation (the "Company"), and _________ ("Executive"), amends that certain Amended and Restated Change in Control Employment Agreement, dated as of _________(M,D,Y), by and between the Company and Executive (the "Change in Control Agreement").In consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:1. The Change in Control Agreement is hereby amended by deleting subsection 2(c)thereof and substituting the following therefor:"(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or".2. A new subsection 4(b)(vii) of the Change in Control Agreement is hereby added, to read as follows:"(vii) Success Bonus. If either of the following two events shall occur during the Employment Period: (A) the execution of a definitive agreement for a transaction that, if consummated, would constitute a Change of Control under Section 2(c) of this Agreement; or (B) the execution by the Company of a FLOCOR license agreement for sickle cell disease (each such event being referred to as a "Milestone Event"), the Company shall pay to the Executive a success bonus equal to $,_________ (the "Success Bonus", less the amount, if any, of any success bonus for a Milestone Event previously paid to the Executive under Section 3(c) of the Employment Agreement). The Success Bonus shall be paid in a lump sum in cash as soon as practicable after the occurrence of the applicable Milestone Event. The Success Bonus is subject to forfeiture as provided in Section 6(a)(iv) below."3. A new subsection 4(b)(viii) of the Change in Control Agreement is hereby added, to read as follows:"(viii) Change in Control Payment. If, during the Employment Period, the stockholders of the Company approve a transaction that, if consummated, would constitute a Change of Control under Section 2(c) of this Agreement, or if a Change in Control is consummated during the Employment Period regardless of stockholder approval, the Company shall pay to the Executive, or his estate, in a lump sum in cash as soon as practicable after the occurrence of such event the higher of (i) $,_________, or (ii) the amount equal to two (2) times the sum of (A) the Executive's annual salary as in effect at the Effective Date, plus (B) the amount of the Executive's highest annual bonus for the last three full fiscal years prior to the Effective Date (such higher amount being referred to herein as the "Change in Control Payment"); provided, however, that the Change in Control Payment shall be reduced by the amount, if any, of the Success Bonus previously paid to the Executive under either Section 3(c) of the Employment Agreement or Section 4(b)(vii) of this Agreement. The Change in Control Payment is subject to forfeiture as provided in Section 6(a)(iv) below."4. The Change in Control Agreement is hereby amended by deleting subsection 6(a)(i)(B)thereof and substituting the following therefor:"B. to the extent earned and not theretofore paid, the Success Bonus (as defined in Section 4(b)(vii) above) and the Change in Control Payment (as defined in Section 4(b)(viii) above); and"5. The Change in Control Agreement is hereby amended by deleting subsection 6(a)(iv)thereof and substituting the following therefor:"(iv) Notwithstanding any provision of this Agreement to the contrary, the Executive shall forfeit his right to receive, or, to the extent such amounts have previously been paid to the Executive, shall repay in full to the Company with interest at 8% per annum within thirty (30) days of a final determination of the Executive's liability therefor as set forth below, the Success Bonus (as defined in Section 4(b)(vii) above) and the Change in Control Payment (as defined in Section 4(b)(viii) above) if at any time during the period of two years after the Date of Termination (the "Restricted Period") he violates the restrictions on competition set forth in Section 11 hereof. Any determination of whether the Executive has violated such noncompetition restrictions shall be made by arbitration in Atlanta, Georgia under the Rules of Commercial Arbitration (the "Rules") of the American Arbitration Association, which Rules are deemed to be incorporated by reference herein."6. As amended hereby, the Change in Control Agreement shall be and remain in full force and effect.IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf by its undersigned officer thereunto, duly authorized, all as of the day and year first above written.By:/s/ _________Name: _________Attest: AAA CORPORATION:By:/s/ _________ By:/s/ _________Name: _________ Name: _________Title: _________ Title: _________By:/s/ _________Name: _________Title: _________。
劳动合同变更协议英语英文回答:Employment Contract Amendment Agreement.This Employment Contract Amendment Agreement (the "Amendment") is made and entered into this [Date] by and between [Company Name], a [State] corporation with its principal place of business at [Company Address] ("Employer"), and [Employee Name], an individual residing at [Employee Address] ("Employee").WHEREAS, Employer and Employee entered into an Employment Contract dated [Original Contract Date] (the "Original Contract"); and.WHEREAS, the parties desire to amend the Original Contract in certain respects;NOW, THEREFORE, in consideration of the mutualcovenants and agreements contained herein, the partiesagree as follows:1. Amendment of Original Contract. The OriginalContract is hereby amended as follows:(a) Job Title and Responsibilities. Employee's jobtitle shall be changed from [Original Job Title] to [NewJob Title]. Employee's responsibilities shall be asoutlined in the attached job description, which is incorporated herein by reference.(b) Compensation and Benefits. Employee's salary shall be increased from [Original Salary] to [New Salary], effective [Effective Date]. Employee shall continue to be eligible for all benefits currently provided by Employer, subject to the terms of Employer's benefit plans.(c) Performance Expectations. Employee's performance expectations shall be as outlined in the attached performance plan, which is incorporated herein by reference.(d) Termination. The Original Contract's termination provisions shall remain in effect, except that the notice period for termination by either party shall be extended from [Original Notice Period] to [New Notice Period].2. Entire Agreement. This Amendment, together with the Original Contract, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral.3. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of [State].IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.Employer:By: _______________________。
Change in Control Employment Agreement雇佣变更合同THIS AGREEMENT, is made and entered into by and between AAA, Inc., a _________(Placename) corporation with its principal offices at _________(Address) ("AAA") and BBB, residing at (the"Executive"), and shall be effective as of this _________,_________,_________(M,D,Y).WHEREAS, AAA considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of AAA and its shareholders; andWHEREAS, the Executive is expected to make, due to Executive's intimate knowledge of the business and affairs of AAA, its policies, methods, personnel, and problems, a significant contribution to the profitability, growth, and financial strength of AAA; andWHEREAS, AAA, as a publicly held corporation, recognizes that the possibility of a Change in Control may exist, and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of the Executive in the performance of the Executive's duties, to the detriment of AAA and its shareholders; andWHEREAS, it is in the best interests of AAA and its stockholders to reinforce and encourage the continued attention and dedication of management personnel, including Executive, to their assigned duties without distraction and to ensure the continued availability to AAA of the Executive in the event of a Change in Control.THEREFORE, in consideration of the foregoing and other respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until such time as AAA notifies the Executive of the termination of this Agreement. Notwithstanding the preceding sentence, if a Change in Control occurs, this Agreement shall continue in effect for a period of 36 months from the date of the occurrence of a Change in Control.2. Change in Control. No benefits shall be payable hereunder unless there shall have been Change in Control, as set forth below.(a) shall mean a change in control which would be required to be reported in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not AAA is then subject to such reporting requirement including, without limitation, if:(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of AAA representing 40% or more of the combined voting power of AAA's then outstanding securities; or(ii) there ceases to be a majority of the Board of Directors comprised of: (A) individuals who on the date hereof constituted the Board of AAA; and (B) any new director who subsequently was elected or nominated for election by a majority of the directors who held such office immediately prior to a Change in Control.(b) Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Change in Control of AAA occurring after the date hereof, Executive will remain in the employ of AAA for a period of 90 days from the occurrence of such Change in Control.3. Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of Executive's death or Retirement, (B) by AAA for Cause or Disability, or (C) by Executive other than for Good Reason.(a) Disability; Retirement. If, as a result of incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of Executive's duties with AAA for six consecutive months, and within 30 days after written Notice of Termination is given the Executive shall not have returned to the full-time performance of the Executive's duties, AAA may terminate Executive's employment for "Disability". Any question as to the existence of Executive's Disability upon which Executive and AAA cannot agree shall be determined by a qualified independent physician selected by Executive (or, if the Executive is unable to make such selection, it shall be made by any adult member of the Executive's immediate family), and approved by AAA. The determination of such physician made in writing to AAA and to Executive shall be final and conclusive for all purposes of this Agreement. Termination by AAA or Executive of Executive's employment based on "Retirement" shall mean termination on or after attaining Normal Retirement Age in accordance with the AAA, Inc. Profit Sharing Employee Savings Plan and Trust.(b) Cause. Termination by AAA of Executive's employment for "Cause" shall mean termination upon the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct.(c) Good Reason. Executive shall be entitled to terminate his employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, withoutExecutive's express written consent, any of the following:(i) The assignment to Executive of any duties inconsistent with Executive's status or position with AAA, or a substantial alteration in the nature or status of Executive's responsibilities from those in effect immediately prior to the Change in Control;(ii) a reduction by AAA in Executive's annual compensation in effect immediately prior to a Change in Control;(iii) location more than fifty miles from St. Paul, _________(Address) or AAA requiring Executive to be based anywhere other than AAA's principal executive offices except for required travel on AAA's business to an extent substantially consistent with Executive's business travel obligations immediately prior to the Change in Control;(iv) the failure by AAA to continue to provide Executive with benefits at least as favorable to those enjoyed by Executive under any of AAA's pension, life insurance, medical, health and accident, disability, deferred compensation, incentive awards, incentive stock options, or savings plans in which Executive was participating immediately prior to the Change in Control, the taking of any action by AAA which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed immediately prior to the Change in Control, or the failure by AAA to provide Executive with the number of paid vacation days to which Executive is entitled immediately prior to the Change in Control, provided, however, that AAA may amend any such plan or programs as long as such amendments do not reduce any benefits to which Executive would be entitled upon termination;(v) The failure of AAA to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6; or(vi) Any purported termination of Executive's employment which is not made pursuant to a Notice of Termination satisfying the requirements of subsection (e) below; for purposes of this Agreement, no such purported termination shall be effective.(d) Voluntary Termination Deemed Good Reason. Notwithstanding anything herein to the contrary, if the Change in Control arises from a transaction or series of transactions which are not authorized, recommended or approved by formal action taken by the Board of Directors as defined in Section 2(a)(ii) of this Agreement, Executive may voluntarily terminate his employment for any reason during the period commencing on the 91st day following a Change in Control and ending on the 180th day following the Change in Control, and such termination shall be deemed"Good Reason" for all purposes of this Agreement.(e) Notice of Termination. Any purported termination of Executive's employment by AAA or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth the facts and circumstances claimed to provide a basis for termination of Executive's employment.(f) Date of Termination. For purposes of this Agreement, "Date of Termination" shall mean:(i) If Executive's employment is terminated for Disability, 30 days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such 30 day period); and(ii) If Executive's employment is terminated pursuant to subsections (b), (c) or (d) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to subsection (b) above shall not be less than 10 days, and in the case of a termination pursuant to subsection (c) or (d) above shall not be less than 10 nor more than 30 days, respectively, from the date such Notice of Termination is given).(g) Dispute of Termination. If, within 10 days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, AAA shall continue to pay Executive full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts under this Agreement.4. Compensation Upon Termination or During Disability. Following a Change in Control of AAA, as defined in subsection 2(a), upon termination of Executive's employment or during a period of Disability, Executive shall be entitled to the following benefits:(a) During any period that Executive fails to perform full-time duties with AAA as a result of a Disability, AAA shall pay Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with AAA's insurance programs then in effect.(b) If Executive's employment shall be terminated by AAA for Cause or by Executive other than for Good Reason, Disability or Retirement, AAA shall pay to Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and AAA shall have no further obligation to Executive under this Agreement.(c) If Executive's employment shall be terminated by AAA or by Executive for Disability or Retirement, or by reason of death, AAA shall immediately commence payment to the Executive (or Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under AAA's retirement and insurance programs then in effect.(d) If Executive's employment shall be terminated (A) by AAA other than for Cause, Retirement, or Disability or(B) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below:(i) AAA shall pay Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period;(ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, AAA shall pay a severance payment (the "Severance Payment") equal to the amount described in either (A) or (B) below, whichever is applicable: (A) if the Executive has been an employee in any capacity of AAA or any Affiliate as defined below for an uninterrupted period of 3 or more years of elapsed time on the Date of Termination, two (2) times the Executive's Annual Compensation as defined below; or (B) if the Executive has been an employee in any capacity of AAA or any Affiliate as defined below for an uninterrupted period of less than 3 years of elapsed time on the Date of Termination, one (1) times the Executive's Annual Compensation as defined below. For purposes of this Section 4, "AnnualCompensation" shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has been contributed to a deferred compensation plan), the annual amount of the Executive's Perk Package, the target bonus for which the Executive is eligible upon attainment of 100% of the target (regardless of whether such target bonus has been achieved or whether conditions of such target bonus are actually fulfilled), and any other type or form of compensation paid to Executive by AAA (or any corporation ("Affiliate") affiliated with AAA within the meaning of Section 1504 of the Internal Revenue Code of 1986 as may be amended from time to time (the "Code")) and included in Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such target bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between AAA and the Executive. All of the factors included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 60 days after the Date of Termination.(iii) For the period of time after the Date of Termination on which the Severance Payment is determined in accordance with paragraph (ii) above, AAA shall arrange to provide, at its sole expense, Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be reported to AAA.(iv) AAA shall also pay to Executive all legal fees and expenses incurred by Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).(v) The Severance Payment shall be reduced and offset by the amount of any payment received or to be received by Executive in connection with the termination of employment pursuant to the provisions of the AAA policy HR-1.02.25 entitled "Severance Pay," effective _________,_________,_________(M,D,Y), as amended from time to time, or any successor to such policy. Except as provided in the preceding sentence, no other offset or reduction in the amount payable under this sectionshall be made, regardless of whether or not such payments are tax deductible by AAA.(e) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise.(f) Executive shall be entitled to receive all benefits payable to the Executive under the AAA, Inc. Profit Sharing Employee Savings Plan or any successor of such Plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to Executive under this Section 4.(g) Executive shall be entitled to exercise all rights and to receive all benefits accruing to Executive under any and all AAA stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to Executive under this Section 4.5. Funding of Payments. In order to assure the performance of AAA or its successor of its obligations under this Agreement, AAA may deposit in trust an amount equal to the maximum payment that will be due the Executive under the terms hereof. Under a written trust instrument, the Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to AAA. If AAA deposits funds in trust, payment shall be made no later than the occurrence of a Change in Control. If and to the extent there are not amounts in trust sufficient to pay Executive under this Agreement, AAA shall remain liable for any and all payments due to Executive. In accordance with the terms of such trust, at all times during the term of this Agreement, Executive shall have no rights, other than as an unsecured general creditor of AAA, to any amounts held in trust and all trust assets shall be general assets of AAA and subject to the claims of creditors of AAA. Failure of AAA to establish or fully fund such trust shall not be deemed a revocation or termination of this Agreement by AAA.6. Successors; Binding Agreement. AAA will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of AAA to expressly assume and agree to perform this Agreement in the same manner and to the same extent that AAA would be required to perform it if no such succession had taken place. Failure of AAA to obtain such assumption and agreement prior to the effectiveness of anysuch succession shall be a breach of this Agreement and shall entitle Executive to the Compensation and benefits from AAA in the same amount and on the same terms as he would be entitled hereunder if he terminated his employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, successors, heirs, and designated beneficiaries. If Executive should die while any amount would still be payable to Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's designated beneficiaries, or, if there is no such designated beneficiary, to the Executive's estate.7. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the last known residence address of the Executive or in the case of AAA, to its principal office to the attention of each of the then directors of AAA with a copy to its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties. No waiver by either party hereto at any time of any breach by the other party to this Agreement of, or compliance with, any condition or provision of this Agreement to be performed by such other-party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or similar time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of _________(Address).9. Validity. The invalidity or unenforceability or any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned officer, on behalf of AAA, Inc., and the Executive have hereunto set their hands as of the date first above written.AAA, INC.By: /S/ _________ Its: _________ EXECUTIVE:_________。
This Change of Employment Contract Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Date] (hereinafterreferred to as the "Effective Date"), between [Employer's Name] (hereinafter referred to as the "Employer"), having its principal place of business at [Employer's Address], and [Employee's Name] (hereinafter referred to as the "Employee"), having his/her principal place of residence at [Employee's Address].RECITALSWHEREAS, the Employer and the Employee have entered into an Employment Contract (hereinafter referred to as the "Original Contract") dated [Original Contract Date], which is effective from [Original Contract Start Date] to [Original Contract End Date].WHEREAS, the Employer and the Employee have mutually agreed to make certain changes to the Original Contract in order to better align with the evolving needs of the Employer and the Employee, and to reflect the current state of the employment relationship.NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:1. Modification of Contract Terms1.1. The Original Contract is hereby amended and supplemented as follows:a. Position: The Employee's position is hereby changed from [Original Position] to [New Position].b. Job Description: The job description of the Employee is modified as follows: [Detailed Description of New Job Description].c. Salary: The Employee's salary is hereby adjusted from [Original Salary] to [New Salary], effective from [Effective Date of Salary Change].d. Work Hours: The work hours of the Employee are modified from [Original Work Hours] to [New Work Hours], effective from [Effective Date of Work Hours Change].e. Benefits: The benefits provided to the Employee are updated as follows: [Detailed Description of New Benefits].1.2. Any other terms and conditions not specifically mentioned herein but agreed upon by both parties shall be deemed as part of this Agreement and shall be incorporated by reference.2. Continuation of Employment2.1. The Employee's employment with the Employer is hereby continued from the Effective Date of this Agreement, subject to the terms and conditions set forth herein.3. Confidentiality and Non-Disparagement3.1. The Employee agrees to maintain the confidentiality of all confidential information received from the Employer, including but not limited to trade secrets, customer lists, and financial information.3.2. The Employee agrees not to make any disparaging remarks about the Employer or its employees, customers, or business partners, either during or after the termination of employment.4. Governing Law and Dispute Resolution4.1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].4.2. Any dispute arising out of or in connection with this Agreement shall be resolved through friendly negotiation between the parties. If such negotiation fails, the dispute shall be submitted to the [Court or Arbitration Panel] for arbitration.5. Entire Agreement5.1. This Agreement constitutes the entire agreement between the Employer and the Employee with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.6. SignaturesIN WITNESS WHEREOF, the parties hereto have executed this Change of Employment Contract Agreement as of the Effective Date first above written.[Employer's Name]By: __________________________Name: [Employer's Authorized Representative][Employee's Name]By: __________________________Name: [Employee's Signature]Witness:I hereby certify that the above signatures are genuine and that the persons signing this Agreement are the parties to the Agreement as indicated above.Witness Name: __________________________Date: __________________________End of Agreement。
雇佣合同中英文EMPLOYMENT AGREEMENTThis Employment Agreement ("Agreement") is made and entered into as of the ______ day of ____, 20, by and between ______ ("Employer"), a company incorporated under the laws of ______, with its principal place of business at ______, and ______ ("Employee"), an individual residingat ______.Position and DutiesThe Employer hereby employs the Employee, and the Employee hereby accepts employment with the Employer, in the capacity of ______. The Employee shall perform the duties and responsibilities associated with the said position as outlined in the job description attached hereto as Exhibit A.Term of EmploymentThe term of this Agreement shall commence on the ______ day of ____, 20, and shall continue for an initial period of ______ years, subject to renewal as provided in Section 10 hereof.CompensationThe Employer shall pay the Employee an annual salary of $______, payable in accordance with the Employer's regular payroll schedule. TheEmployer may, at its sole discretion, provide bonuses or other forms of compensation based on the Employee's performance and the Employer's financial results.BenefitsThe Employee shall be eligible for benefits as determined by the Employer from time to time, including but not limited to health insurance, retirement plan contributions, and paid time off. The specifics of the benefits package shall be provided in writing to the Employee.Work Location and ScheduleThe Employee shall perform work at the Employer's principal place of business or at such other locations as may be designated by the Employer. The Employee shall work during the hours and on the days as determined by the Employer, subject to compliance with applicable laws and regulations.ConfidentialityThe Employee agrees to maintain the confidentiality of all trade secrets, proprietary information, and other confidential information of the Employer, whether disclosed to the Employee before or after the Effective Date of this Agreement.Intellectual PropertyAll inventions, discoveries, improvements, designs, developments, and other works of authorship made by the Employee during the term of this Agreement and within the scope of the Employee's employment with the Employer shall be the sole property of the Employer.Non-SolicitationDuring the term of this Agreement and for a period of ______ years thereafter, the Employee shall not, directly or indirectly, solicit, recruit, or attempt to solicit or recruit any employee of the Employer for employment with any other entity.Non-CompetitionThe Employee agrees that during the term of this Agreement and for a period of ______ years following the termination of this Agreement for any reason, the Employee shall not engage in any business activity that is in competition with the Employer within a ______ mile radius of the Employer's principal place of business.RenewalThis Agreement shall be automatically renewed for successive periods of ______ years, unless either party provides written notice of its intention not to renew at least ______ days prior to the expiration of the then-current term.TerminationThis Agreement may be terminated by either party upon ______ days' written notice. The Employer may also terminate this Agreement immediately for cause, including but not limited to the Employee's breach of any material provision of this Agreement.IndemnificationThe Employer agrees to indemnify and hold harmless the Employee from any and all liabilities, damages, and expenses arising out of or in connection with the Employee's performance of duties under this Agreement, except to the extent such liabilities, damages, or expenses arise from the Employee's gross negligence or willful misconduct.Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the ______ without giving effect to any choice of law or conflict of law provisions.Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.AmendmentsThis Agreement may be amended or modified only by a written instrument executed by both parties.SeverabilityIf any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.NoticesAll notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or by overnight courier service, or three days after being sent by certified mail, postage prepaid and addressed to the parties at their respective addresses set forth above, or at such other address as either party may designate in writing.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Confidentiality of AgreementThe terms of this Agreement shall be kept confidential by both parties, except as required by law or to fulfill obligations under this Agreement.Independent ContractorsThe parties acknowledge that the Employee is an independent contractor for all purposes, and nothing in this Agreement shall beconstrued to create a partnership, joint venture, or agency relationship between the parties.AssignmentThe Employee shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Employer.Force MajeureNeither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond the reasonablecontrol of that party, including but not limited to acts of God, war, terrorism, labor disputes, or any other causes beyond the affectedparty's control.WaiverNo waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.Successors and AssignsThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.No Third-Party BeneficiaryThis Agreement is intended for the benefit of the parties hereto and, except as provided in Section 12, shall not confer any rights or remedies upon any third party.Dispute ResolutionAny dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules then prevailing of the ______ Arbitration Association. The arbitration shall take place in ______, and the language of the arbitration shall be English.Integration of ExhibitsThe Exhibits and Schedules attached to this Agreement are hereby incorporated by reference and made a part of this Agreement as if fully set forth herein.Notice of ChangesThe Employer shall provide the Employee with written notice of any material changes to the terms and conditions of this Agreement at least ______ days prior to the effective date of such changes.Employee RepresentationsThe Employee represents and warrants that he/she is not bound by any agreement or obligation that would conflict with the provisions of this Agreement or the Employee's duties hereunder.AcknowledgmentThe Employee acknowledges that he/she has read and understands the terms and conditions of this Agreement and has had the opportunity to seek the advice of independent legal counsel prior to signing this Agreement.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.。
劳动合同变更协议英语英文回答:An employment contract amendment agreement is a written document that modifies the terms of an existing employment contract. It is typically used to make changes to the employee's salary, benefits, job title, or other terms of employment.Employment contract amendment agreements can be either unilateral or bilateral. A unilateral amendment agreementis one that is made by the employer without the employee's consent. A bilateral amendment agreement is one that is made by the employer and the employee, and both parties must agree to the changes.There are a number of reasons why an employer might want to amend an employment contract. For example, the employer may want to change the employee's salary or benefits, or the employer may want to change the employee'sjob title or responsibilities.If an employer wants to amend an employment contract, they must first notify the employee in writing. The notice must state the proposed changes to the contract and the date on which the changes will take effect. The employee must then have a reasonable amount of time to review the proposed changes and to decide whether they want to agree to them.If the employee agrees to the proposed changes, they must sign the employment contract amendment agreement. The agreement should be signed by both the employee and the employer, and it should be kept on file by both parties.If the employee does not agree to the proposed changes, they may choose to resign from their position. However, the employee may also choose to negotiate with the employer to try to reach an agreement that is acceptable to both parties.Employment contract amendment agreements are animportant tool that can be used to make changes to an existing employment contract. However, it is important to ensure that both the employer and the employee understand the changes that are being made and that both parties agree to the changes.中文回答:劳动合同变更协议是指对现有劳动合同条款进行修改的书面文件。
变更聘用协议书变更聘用协议尊敬的受雇人(以下简称"员工"):现基于双方因某种原因需要对之前签订的聘用协议进行变更,特此达成以下协议并分享事项如下:1. 变更原因鉴于当前的工作环境和业务需要的变化,双方认为有必要对之前的聘用协议进行一定范围的调整。
通过此次变更协议的签署,双方将确定新的雇佣条件和权益,以适应当前的工作情况。
2. 变更内容(1)薪酬福利:根据员工的工作表现和职位要求的变化,双方协商决定对薪酬福利进行调整。
具体的调整标准将根据员工的工作能力、岗位要求、绩效评估等因素综合考虑,并在双方达成一致后确定。
(2)工作职责:根据双方商定的新的工作需求和岗位变更情况,员工的工作职责也将进行适当的调整。
员工将根据新的工作要求执行相关职责,并遵守公司领导的管理和安排。
(3)工作时间和地点:根据业务需要和灵活性的要求,员工的工作时间和工作地点可能会发生变化。
双方将根据实际情况和合理的安排,商定新的工作时间和工作地点,并确保员工的工作条件和权益不受影响。
3. 生效日期本变更协议自双方签署之日起生效,并取代之前的聘用协议。
双方应该尽快签署本协议,并遵守其中的各项条款和约定。
4. 其他约定(1)保密条款:根据之前签署的保密协议,双方应继续遵守其中的保密条款。
员工应确保不泄露公司和客户的商业机密,并承担相应的法律责任。
(2)争议解决:如发生因此次变更协议引起的争议,双方应先协商解决。
若无法达成一致,应提交至所在地法院进行仲裁解决。
(3)其他事项:本变更协议仅适用于双方作为雇佣关系的受益人之间,不得转让或转债。
受雇人:____________日期:____________雇主:____________日期:____________以上文字为变更聘用协议的内容,双方应在完全理解并同意所有条款后签署。
变更后的聘用协议将有效替代之前的协议,并且双方应严格按照协议内容履行各自的义务和权益。
变更协议签署后,请在个人档案或其他适当的位置妥善保管,以备将来参考。
变更雇主与雇员权益调整的合法程序在现代社会,商业环境的变化常常促使雇主与雇员对工作相关的权益进行调整。
然而,这种调整必须符合法律法规,并且遵守合适的程序。
本文将探讨变更雇主与雇员权益调整的合法程序。
一、确立变更的必要性在决定进行雇主与雇员权益调整之前,雇主应该进行合理的调研与评估,以确定变更的必要性。
这包括对公司经营状况、市场竞争力以及员工绩效等方面进行全面评估。
只有在确实存在必要性的情况下,才可以进行权益的调整。
二、法律咨询与遵守公司政策在制定变更方案之前,雇主应当咨询专业的法律顾问,以确保变更方案符合当地劳动法律法规的要求。
此外,雇主还应该遵守公司内部制定的政策与流程,确保整个调整的程序合法合规。
三、与员工协商与沟通变更雇主与雇员权益调整是一项重大决策,因此雇主应该与员工进行充分的协商与沟通。
雇主可以召开员工大会或者进行个别会议,向员工解释调整的原因、影响以及未来的计划。
同时,积极听取员工的意见和建议,并做出适当的调整。
四、制定并公布变更方案在协商与沟通结束后,雇主应制定具体的变更方案,并在公司内部进行公示。
这包括向员工提供书面材料,详细说明变更的内容、时间以及员工个别权益的调整情况。
同时,变更方案应该以客观、公正的方式进行表述,避免给员工造成误解或者困扰。
五、履行合同义务一旦变更方案正式实施,雇主应当履行与员工签订的合同约定。
这包括向员工支付工资、保险福利以及其他权益,并确保按时提供相关的工作条件与环境。
同时,雇主也应当建立监督制度,确保员工权益的调整得到有效执行。
六、留有合理的过渡期在正式实施变更方案之前,雇主应当给予员工合理的过渡期。
这包括提前告知员工变更的具体时间,并充分考虑员工个人的实际情况。
在这个过渡期内,雇主可以提供相关培训和支持,帮助员工尽快适应新的权益调整。
七、解决争议与纠纷在变更雇主与雇员权益调整的过程中,有可能出现一些争议与纠纷。
雇主应当积极与员工进行沟通与协商,寻求和解的方式解决纠纷。
范本雇佣变更协议雇佣双方:甲方(雇主):____________乙方(雇员):____________根据双方共同协商,为了适应工作需求的变化,特制订本雇佣变更协议,以便确保双方权益和合作关系的持续稳定发展。
双方同意按照以下条款执行变更事项:第一条:合同变更原因双方确认,由于工作需要或其他合理原因,现有雇佣合同存在需要调整的情况,双方自愿达成本次协议。
第二条:变更内容1. 双方约定,改变雇佣合同中的工作岗位,具体变更为:____________。
2. 变更后的工作岗位将对应相应的职责、工作时间、工作地点等要素,双方将对此进行详细协商和确认,以保证双方权益。
第三条:变更生效日期本次雇佣变更协议自双方签署之日起生效,并与原雇佣合同具有同等效力。
第四条:薪酬待遇1. 变更后的工作岗位将对应相应的薪酬水平,具体变更为:____________。
2. 变更后的薪酬待遇将按照变更生效日期开始执行,待遇调整与其他相关权益将参照公司相关政策和规定执行。
第五条:保密责任双方确认在本雇佣变更协议期间以及合同解除后,仍然负有对原雇佣合同及本协议涉及的各方面信息的保密责任,不得以任何形式向第三方披露。
第六条:其他条款本雇佣变更协议签署后,除本协议约定的,其他在原雇佣合同中的条款和约定继续有效。
第七条:争议解决双方若因履行本雇佣变更协议发生争议,应通过友好协商解决。
如果协商不成,任何一方可向有管辖权的人民法院提起诉讼。
第八条:协议解除1. 若雇员在变更生效后继续履行合同,并不存在其他违反合同的行为,雇员不得以本次变更为由解除合同。
2. 若雇主在变更生效后未按照变更内容履行义务,雇员可行使解除合同的权利。
第九条:协议补充与修改除本协议规定外,针对本协议的任何补充与修改应当以书面形式作出,双方在认真阅读并明确同意后生效。
第十条:协议生效本协议一式两份,双方各执一份,均具有同等法律效力。
甲方(雇主):_________________乙方(雇员):_________________日期:_________________。
员工国际雇佣协议书International Employment AgreementThis Employment Agreement (“Agreement”) is made and entered into on [date] between [Employer Name], a corporation organized under the laws of [country], with its principal place of business at [address], (“Employer”) and [Employee Name], an individual residing at [address], (“Employee”).1. Position and Duties:Employer hereby employs Employee to perform the following duties and responsibilities:[Insert position and a brief description of duties and responsibilities]Employee acknowledges that he/she will be required to perform duties that are consistent with the position and that demands of the position may change from time to time.2. Compensation:Employer shall pay Employee a salary of [insert salary amount and currency] per [insert pay period]. Employee shall be entitled to receive [insert benefits, such as health insurance, retirement plan, etc.].3. Work Schedule:Employee’s regular work schedule shall be [insert work schedule, such as Monday through Friday from 9 a.m. to 5 p.m.]. Employee acknowledges that there may be times where overtime is required and that Employee may be required to work on weekends or holidays.4. Location of Work:Employee acknowledges that his/her employment may require travel and relocation. Employee agrees to relocate to any location or office designated by Employer for the purposes of performing Employee’s duties and responsibilities.5. Term of Agreement:The term of this Agreement shall commence on [insert start date] and continue until terminated by either party upon written notice.6. Termination:This Agreement may be terminated by either party upon written notice to the other party.7. Confidentiality and Restrictive Covenants:Employee acknowledges that during the course of his/her employment, he/she may be exposed to confidential information and trade secrets. Employee agrees to keep such information confidential and not disclose such information to any third party. Employee further agrees that during the term of this Agreement and for a period of [insert time period, not to exceed 2 years] following the termination of this Agreement, Employee shall not engage in any activity or employment that is competitive with Employer or its affiliates.8. Miscellaneous:(a) This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.(b) This Agreement may be amended only by a written agreement executed by both parties.(c) This Agreement shall be governed by and construed in accordance with the laws of [insert governing law].IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.EMPLOYER:[Employer Name]By:_____________________________Title:____________________________Date:____________________________EMPLOYEE:[Employee Name]By:_____________________________Date:_____________________________。
Change in Control Employment Agreement雇佣变更合同-THIS AGREEMENT, is made and entered into by and between AAA, Inc., a _________(Placename) corporation with its principal offices at _________(Address) ( AAA ) and BBB, residing at (the Executive ), and shall be effective as of this _________,_________,_________(M,D,Y).WHEREAS, AAA considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of AAA and its shareholders; andWHEREAS, the Executive is expected to make, due to Executive’s intimate knowledge of the business and affairs of AAA, its policies, methods, personnel, and problems, a significant contribution to the profitability, growth, and financial strength of AAA; andWHEREAS, AAA, as a publicly held corporation, recognizes that the possibility of a Change in Control may exist, and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of the Executive in the performance of the Executive’s duties, to the detriment of AAA and its shareholders; andWHEREAS, it is in the best interests of AAA and its stockholders to reinforce and encourage the continued attention and dedication of management personnel, including Executive, to their assigned duties without distraction and to ensure the continued availability to AAA of the Executive in the event of a Change in Control.THEREFORE, in consideration of the foregoing and other respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until such time as AAA notifies the Executive of the termination of this Agreement. Notwithstanding the preceding sentence, if a Change in Control occurs, this Agreement shall continue in effect for a period of 36 months from the date of the occurrence of a Change in Control.2. Change in Control. No benefits shall be payable hereunder unless there shall have been Change in Control, as set forth below.(a) shall mean a change in control which would be required tobe reported in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ), whether or not AAA is then subject to such reporting requirement including, without limitation, if:(i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of AAA representing 40% or more of the combined voting power of AAA’s then outstanding securities; or(ii) there ceases to be a majority of the Board of Directors comprised of: (A) individuals who on the date hereof constituted the Board of AAA; and (B) any new director who subsequently was elected or nominated for election by a majority of the directors who held such office immediately prior to a Change in Control.(b) Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Change in Control of AAA occurring after the date hereof, Executive will remain in the employ of AAA for a period of 90 days from the occurrence of such Change in Control.3. Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of Executive’s death or Retirement, (B) by AAA for Cause or Disability, or (C) by Executive other than for Good Reason.(a) Disability; Retirement. If, as a result of incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of Executive’s duties with AAA for six consecutive months, and within 30 days after written Notice of Termination is given the Executive shall not have returned to the full-time performance of the Executive’s duties, AAA may term inate Executive’s employment for Disability . Any question as to the existence of Executive’s Disability upon which Executive and AAA cannot agree shall be determined by a qualified independent physician selected by Executive (or, if the Executive is unable to make such selection, it shall be made by any adult member of the Executive’s immediate family), and approved by AAA. The determination of such physician made in writing to AAA and to Executive shall be final and conclusive for all purposes of this Agr eement. Termination by AAA or Executive of Executive’s employment based on Retirement shall mean termination on or after attaining Normal Retirement Age in accordance with the AAA, Inc.Profit Sharing Employee Savings Plan and Trust.(b) Cause. Termina tion by AAA of Executive’s employment for Cause shall mean termination upon the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct.(c) Good Reason. Executive shall be entitled to terminate his employment for Good Reason. For purposes of this Agreement, Good Reason shall mean, without Executive’s express written consent, any of the following:(i) The assignment to Executive of any duties inconsistent with Executive’s status or position with AAA, or a substan tial alteration in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control;(ii) a reduction by AAA in Executive’s annual compensation in effect immediately prior to a Change in Control;(iii) location more than fifty miles from St. Paul, _________(Address) or AAA requiring Executive to be basedanywhere other than AAA’s principal executive offices except for required travel on AAA’s business to an extent substantially consistent with Exec utive’s business travel obligations immediately prior to the Change in Control;(iv) the failure by AAA to continue to provide Executive with benefits at least as favorable to those enjoyed by Executive under any of AAA’s pension, life insurance, medic al, health and accident, disability, deferred compensation, incentive awards, incentive stock options, or savings plans in which Executive was participating immediately prior to the Change in Control, the taking of any action by AAA which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed immediately prior to the Change in Control, or the failure by AAA to provide Executive with the number of paid vacation days to which Executive is entitled immediately prior to the Change in Control, provided, however, that AAA may amend any such plan or programs as long as such amendments do not reduce any benefits to which Executive would be entitled upon termination;(v) The failure of AAA to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6; or(vi) Any purported termination of Executive’s employment which is not made pursuant to a Notice of Termination satisfying the requirements of subsection (e) below; for purposes of this Agreement, no such purported termination shall be effective.(d) V oluntary Termination Deemed Good Reason. Notwithstanding anything herein to the contrary, if the Change in Control arises from a transaction or series of transactions which are not authorized, recommended or approved by formal action taken by the Board of Directors as defined in Section 2(a)(ii) of this Agreement, Executive may voluntarily terminate his employment for any reason during the period commencing on the 91st day following a Change in Control and ending on the 180th day following the Change in Control, and such termination shall be deemed Good Reason for all purposes of this Agreement.(e) Notice of Termination. Any purported termination of Executive’s employment by AAA or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7. For purposes of this Agreement, a Notice of Termination shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth the facts and circumstances claimed to provide a basisfor termination of Executive’s employment.(f) Date of Termination. For purposes of this Agreement, Date of Termination shall mean:(i) If Executive’s employment is terminated for Disability, 30 days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such 30 day period); and(ii) If Executive’s employment is terminated pursuant to subsections (b), (c) or (d) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to subsection (b) above shall not be less than 10 days, and in the case of a termination pursuant to subsection (c) or (d) above shall not be less than 10 nor more than 30 days, respectively, from the date such Notice of Termination is given).(g) Dispute of Termination. If, within 10 days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerningthe termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, AAA shall continue to pay Executive full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts under this Agreement.4. Compensation Upon Termination or During Disability. Following a Change in Control of AAA, as defined in subsection 2(a), upon termination of Executive’s employment or during a period of Disability, Executive shall be entitled to the following benefits:(a) During any period that Executive fails to perform full-time duties with AAA as a result of a Disability, AAA shall pay Executive, the Executive’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with AAA’s insurance programs then in effect.(b) If Executive’s employment shall be terminated by AAA for Cause or by Executive other than for Good Reason, Disability or Retirement, AAA shall pay to Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and AAA shall have no further obligation to Executive under this Agreement.(c) If Executive’s employment shall be terminated by AAA or by Executive for Disability or Retirement, or by reason of death, AAA shall immediately commence payment to the Executive (or Executive’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under AAA’s retirement and insurance programs then in effect.(d) If Executive’s employment shall be terminated (A) by AAA other than for Cause, Retirement, or Disability or(B) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below:(i) AAA shall pay Executive, through the Date of Termination, the Executive’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period;(ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, AAA shall pay a severance payment (the Severance Payment ) equal to the amount described in either (A) or (B) below, whichever is applicable: (A) if the Executive has been an employee in any capacity of AAA or any Affiliate as defined below for an uninterrupted period of 3 or more years of elapsed time on the Date of Termination, two (2) times the Exec utive’s Annual Compensation as defined below; or (B) if the Executive has been an employee in any capacity of AAA or any Affiliate as defined below for an uninterrupted period of less than 3 years of elapsed time on the Date of Termination, one (1) times the Executive’s Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive’sannual salary (regardless of whether all or any portion of such salary has been contributed to a deferred compensation plan), the annual amount of the Executive’s Perk Package, the target bonus for which the Executive is eligible upon attainment of 100% of the target (regardless of whether such target bonus has been achieved or whether conditions of such target bonus are actually fulfilled), and any other type or form of compensation paid to Executive by AAA (or any corporation ( Affiliate ) affiliated with AAA within the meaning of Section 1504 of the Internal Revenue Code of 1986 as may be amended from time to time (the Code )) and included in Executive’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such target bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between AAA and the Executive. All of the factors included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 60 days after the Date of Termination.(iii) For the period of time after the Date of Termination on which the Severance Payment is determined in accordance with paragraph (ii) above, AAA shall arrange to provide, at its sole expense, Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be reported to AAA.(iv) AAA shall also pay to Executive all legal fees and expenses incurred by Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).(v) The Severance Payment shall be reduced and offset by the amount of any payment received or to be received by Executive in connection with the termination of employment pursuant to the provisions of the AAA policy HR-1.02.25 entitled Severance Pay,effective _________,_________,_________(M,D,Y), as amended from time to time, or any successor to such policy. Except as provided in the preceding sentence, no other offset or reduction in the amount payable under this section shall be made, regardless of whether or not such payments are tax deductible by AAA.(e) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise.(f) Executive shall be entitled to receive all benefits payable to the Executive under the AAA, Inc. Profit Sharing Employee Savings Plan or any successor of such Plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to Executive under this Section 4.(g) Executive shall be entitled to exercise all rights and to receive all benefits accruing to Executive under any and all AAAstock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to Executive under this Section 4.5. Funding of Payments. In order to assure the performance of AAA or its successor of its obligations under this Agreement, AAA may deposit in trust an amount equal to the maximum payment that will be due the Executive under the terms hereof. Under a written trust instrument, the Trustee shall be instructed to pay to the Executive (or the Executive’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to AAA. If AAA deposits funds in trust, payment shall be made no later than the occurrence of a Change in Control. If and to the extent there are not amounts in trust sufficient to pay Executive under this Agreement, AAA shall remain liable for any and all payments due to Executive. In accordance with the terms of such trust, at all times during the term of this Agreement, Executive shall have no rights, other than as an unsecured general creditor of AAA, to any amounts held in trust and all trust assets shall be general assets of AAA and subject to the claims of creditors of AAA. Failure of AAA to establish or fully fund such trust shall not be deemed a revocation or termination of this Agreement by AAA.6. Successors; Binding Agreement. AAA will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of AAA to expressly assume and agree to perform this Agreement in the same manner and to the same extent that AAA would be required to perform it if no such succession had taken place. Failure of AAA to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to the Compensation and benefits from AAA in the same amount and on the same terms as he would be entitled hereunder if he terminated his employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, successors, heirs, and designated beneficiaries. If Executive should die while any amount would still be payable to Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s designated beneficiaries, or, if there isno such designated beneficiary, to the Executive’s estate.7. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the last known residence address of the Executive or in the case of AAA, to its principal office to the attention of each of the then directors of AAA with a copy to its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties. No waiver by either party hereto at any time of any breach by the other party to this Agreement of, or compliance with, any condition or provision of this Agreement to be performed by such other-party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or similar time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity,interpretation, construction and performance of this Agreement shall be governed by the laws of the State of _________(Address).9. Validity. The invalidity or unenforceability or any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned officer, on behalf of AAA, Inc., and the Executive have hereunto set their hands as of the date first above written.Change in Control Employment Agreement雇佣变更协议-AAA INDUSTRIES Inc.In Control Employment AgreementTHIS AMENDED AND RESTATED AGREEMENT is madebetween AAA INDUSTRIES Inc., an _________(Placename) corporation(the Company ), and _________(the Executive ), dated this _________ day of _________, _________.1. Purpose. The Company wishes to attract and retain well-qualified executive and key personnel. The Company and the Executive wish to assure continuity of management in the event of any actual or threatened Change in Control (as defined in Section 3) of the Company. The Agreement is entered into to accomplish these purposes and in consideration for the mutual covenants herein contained.2. Operation of Agreement. The effective date of this Agreement shall be the first date during the Change in Control Period (as defined below) on which a Change in Control occurs. This Agreement shall terminate if the Board of Directors of the Company (the Board ) determines that the Executive is no longer a key executive who should be covered by this Agreement and so notifies the Executive; provided, however, that such a determination shall not be made, and if made shall have no effect, (i) within two years after the Change of Control or (ii) during any period of time when the Company has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control until, in the opinion of the Board, the third person has abandoned or terminatedhis efforts to effect a Change in Control. Any decision by the Board that the third person has abandoned or terminated his efforts to effect a Change of Control shall be conclusive and binding on the Executive. The Change in Control Period shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the Renewal Date ), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change in Control Period shall not be so extended.3. Change in Control. For the purposes of this Agreement, a Change in Control shall mean:(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act )) (a Person ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of _________% or more of either (i) the then outstanding shares of common stock of theCompany (the Outstanding Company Common Stock ) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the Outstanding Company V oting Securities provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or main- tained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3; or(b) individuals who, as of the date hereof, constitute the Board (the Incumbent Board ) cease for any reason to constitute at least two-thirds of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three- quarters of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board; or(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company V oting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than _________% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company V oting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, _________%。