Sample Business Contracts

Employment Agreement [Amendment No. 1] - Benihana Inc. and Rocky H. Aoki

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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         Amendment No. 1 dated December 11, 1997 to Employment Agreement dated
May 15, 1995 (the "Agreement") by and between Benihana Inc. and Rocky H. Aoki.

         Unless  otherwise  defined  herein,  capitalized  terms  shall have the
respective  meanings  assigned to them in the Agreement.  Effective  December 1,
1997, the parties agree that the Agreement shall be amended as follows:

         1.  Section 1.1 of the Agreement is revised by modifying the first
sentence of that section to read in its entirety, as follows:

             1.1 Subject to the terms and provisions of this Agreement, the
         Company  will  continue to employ the  Employee in its business and the
         Employee will continue to work for the Company as Chairman of the Board
         of Directors (being the Chief Executive  Officer of the Company) for an
         extended term continuing until December 31, 2002.

         2.  Section 4.1 of the Agreement is revised to read as follows:

             4.1 In respect of services  to be  performed  by the  Employee
         during the Employment Period, the Company agrees to pay the Employee an
         annual  salary of Five  Hundred  Thousand  Dollars  ($500,000)  ("Basic
         Compensation"),  payable in  accordance  with the  Company's  customary
         payroll practices for executive employees.

         3.  Subsection 4.4 (ii) of the Agreement is revised to read as follows:

             4.4  ...(ii)  the  exercise  price  of such  option;  provided
         however,  that in no fiscal  year of the  Company  shall the  aggregate
         purchase  price of such  options  exceed five percent (5%) of the total
         stockholders  equity (net worth) of the Company as shown on its audited
         financial statements for the fiscal year immediately preceding the year
         in which such right is exercised...

         4.  Sections 8.1 and 8.2 of the Agreement are revised to read, as

             8.1 In the  event at any time  after  the  Effective  Date,  a
         majority of the Board of  Directors  is composed of persons who are not
         "Continuing Directors",  as hereinafter defined, which event is defined
         to mean a "Change in Control",  Employee  shall have the option,  to be
         exercised by written  notice to the  Company,  to resign as an employee
         and terminate  this  Agreement,  effective as of such date specified in
         the notice of exercise and immediately upon such termination to receive
         payment of a sum equal to the product of (A) the Basic  Compensation in
         effect on the date of such termination  multiplied (B) by the number of
         years  (both full and  partial)  remaining  in the term hereof had such
         termination  not occurred.  The payment to be made upon the exercise of
         the option by the Employee in  accordance  with the  provisions  of the
         preceding sentence is defined as the "Severance Payment". The Severance
         Payment shall be made to Employee not later than twenty (20) days after
         the date  designated by the Employee as the date upon which  Employee's
         resignation  as an employee and  termination of his Employment is to be
         effective.  The Severance Payment shall constitute  liquidated  damages
         and  not a  penalty,  and  Employee  shall  not be  obligated  to  seek
         employment  to mitigate his  damages;  nor shall any  compensation  the
         Employee  receives from any party  subsequent to such termination be an
         offset to the amount of the Severance Payment.

             8.2 "Continuing Directors" shall mean (i) the directors of the
         Company  on  January  1,  1998  and  (ii)  any  person  who  was  or is
         recommended  to (A)  succeed  a  Continuing  Director  or (B)  become a
         director as a result of an  increase in the size of the Board,  in each
         case, by a majority of the Continuing Directors then on the Board.



         Except as  modified  herein,  the  Agreement  remains in full force and
effect in accordance with its terms without revocation or change.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 1
as of the date and year first above written.

                                         BENIHANA INC.

                                         By:  /s/ Joel A. Schwartz
                                            Joel A. Schwartz, President

                                             /s/ Rocky H. Aoki
                                             Rocky H. Aoki