Sample Business Contracts

Employment Agreement [Amendment No. 2] - 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.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • 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. 2 dated May 18 , 1998 to Employment Agreement dated
May 15, 1995 by and between Benihana Inc. and Rocky H. Aoki, as amended by
Amendment No. 1 thereto dated December 11, 1997 (as so amended, the

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

         1.  Section 1.1 of the Agreement is hereby amended 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 a consultant for an
         extended  term continuing until December 31, 2002. "Employment Period"
         shall mean the term hereof.  Such  employment  may be terminated by the
         Company at any time for  "cause",  which  shall be  limited to the
         Employee's  proven dishonesty  with respect to the Company, disloyalty
         or the  continuing breach of any of the covenants on the Employee's 
         part herein set forth or as a result of the  Employee's  gross
         negligence  or willful act of omission.

         2.  Section 2 of the Agreement is hereby amended to read as in its
             entirety as follows:

         2.   DUTIES

             During the Employment  Period, the Employee shall perform such
         duties  as a  consultant  as may  be,  from  time to  time,  reasonably
         delegated  or assigned to him by the Board of  Directors of the Company
         consistent with the Employee's abilities.

         3.  Section 8.1 of the Agreement is hereby amended to read in its
             entirety as follows:

             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 a consultant 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 a
         consultant 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.  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. 2
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