Sample Business Contracts

Employment Agreement - ATR Industries Inc. and Edward Anthony Roth

Employment Forms

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                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
this 1 day of  September,  1998, by and between EDWARD ANTHONY ROTH of 7760 N.W.
10th Street, Plantation, FL. 33322 (hereinafter "Employee"), and ATR  INDUSTRIES
[a Nevada Corporation] having it's  principal  offices at 4614 N. University Dr,
Ft. Lauderdale (hereinafter "Employer")

                               W I T N E S S E T H

         This   Agreement  is  made  and  entered   into  under  the   following

         (1)      Whereas, Employer is engaged in the business of
________________________________; and

         (2)  Whereas,  Employer  desires,  on the terms and  conditions  stated
herein, to employ the Employee as a General Manager; and

         (3) Whereas,  the Employee desires,  on the terms and conditions stated
herein, to be employed by the Employer.

         NOW THEREFORE,  in consideration of the foregoing recitals,  and of the
promises,  covenants,  terms and conditions  contained  herein,  which is hereby
acknowledged by the parties hereto, it is agreed as follows:

         1.       Employment and Term.

                  a) Subject  to earlier  termination  as  provided  for in this
Section 1 and in Section 2 hereof,  the Employer  hereby employs  Employee,  and
Employee hereby accepts  employment with the employer,  as General Manager for a
period of three (3) years  (hereinafter  the "Term of Employment")commencing the
1 day  of  September,  1998  ("hereinafter  the "Effective Date") through  the 1
day of September 2001. The  Term  of Employment shall be renewed upon the mutual
agreement of Employee and  Employer.  This  agreement  and Employee's employment
may be terminated at the  Employer's discretion  during the Term of  Employment,
provided that Employer shall pay to Employee an amount of Employee's base salary
for the remaining period of the Term of Employment.

                  b) This  Agreement may be terminated by Employee at Employee's
discretion  by  providing  at least  thirty  (30) days prior  written  notice to
Employer.  In the event of termination by Employee  pursuant to this subsection,
Employer  may  immediately  relieve  Employee  of  all  duties  and  immediately
terminate this Agreement,  provided that Employer shall pay Employee at the then
applicable  base  salary rate to the  termination  date  included in  Employee's
original termination notice.



         2.       Employment Termination.

                  Subject  to  earlier  termination  as  provided  for  in  this
Section,  the Employer  hereby  employs  Employee,  and Employee  hereby accepts
employment  with the  employer  pursuant to the terms of this  agreement,  which
empowers Employer to terminate employee at any time with cause.

         Cause shall be defined as:

                           i)       failure of Employee to perform the duties in
a manner satisfactory to Employer, in its sole  discretion;  provided,  however,
that  the Employment  shall not be terminated  pursuant to this subparagraph (i)
unless Employer first gives Employee a written notice ("Notice of  Deficiency").
The  Notice  of  Deficiency  shall  specify the deficiencies in  Employee's per-
formance  of  his  duties.  Employee  shall  have a period  of thirty (30) days,
commencing  on  receipt of  the Notice  of Deficiency,  in  which  to  cure  the
deficiencies contained in the Notice of Deficiency.   In the event Employee does
not  cure  the  deficiencies  to  the  satisfaction  of Employer,  in  its  sole
discretion,  within such thirty  (30) day period,  the  Employer  shall have the
right to  immediately  terminate  the Employee's  Employment.  The provisions of
this subparagraph (i) may be invoked by Employer any number of times and cure of
deficiencies contained in any Notice of Deficiency  shall  not be  construed  as
a  waiver of this  subparagraph  (i) nor  prevent the  Employer from issuing any
subsequent Notices of Deficiency;

     ii)  any  dishonesty  by  Employee  in  dealings  with  the  Employer,  the
commission  of fraud by  Employee,  or  negligence  or  willful  neglect  in the
performance of the duties of Employee;

     iii) the arrest or  conviction  (or plea of guilty or nolo  contendere)  of
Employee of any felony or other crime involving dishonesty or moral turpitude;

     iv) any violation of any provision contained in this agreement;

     v) unlawful  use of  narcotics or other  controlled  substances,  or use of
alcohol or other  drugs in a manner the  Employer  reasonably  determines  to be
adverse to the best interest of the Employer;

     vi) Failure of Employee to attend training programs required for competency
in his duties (job description) as an Employee;

     vii) if, due to any act or omission of Employee, liability insurance cannot
be  reasonably  obtained  or  maintained,  or if, due to any act or  omission of
Employee, liability insurance is canceled, terminated or revoked; or,

     For all purposes of this Agreement, termination for "cause" shall be deemed
to have  occurred  in the  event of  Employee's  resignation  when,  because  of
existing  facts and  circumstances,  subsequent  termination  for "cause" can be
reasonably forseen. In the event of termination pursuant to this subsection,



Employee shall be paid only at the then applicable base  salary  rate up  to and
including the date of termination.   Employee  shall not  be paid  any incentive
salary payments or other compensation, prorated or otherwise.

     3. Duties and Responsibilities.

     Employee shall: (a) engage full-time  services,  on behalf of Employer,  at
locations  directed by  Employer,  as Employer  may  designate;  (b) perform all
managerial duties  necessary;  (c) perform such other duties as may from time to
time be  reasonably  assigned to the Employee by Employer;  (d)  cooperate  with
Employer,  to the fullest ethical extent, to promote Employer's  business and to
continue and expand the products  provided by Employer,  and to further the best
interests of the Employer; and (e) perform all services in a professional manner
using the full knowledge and skill of Employee which services shall be performed
in accordance with standards and procedures established by Employer.

     Employee shall (i) devote  Employee's  entire business time,  attention and
energies  exclusively  to the  Employer;  and (ii)  faithfully  and  competently
perform  the duties  hereunder  using  Employee's  full  professional  skill and
knowledge; and (iii) not engage in any other professional or business activity.

     4. Compensation.

     Employee shall be paid compensation during this Agreement as follows:

     a) A base salary of $125,000.00 per year, payable in installments according
to the Employer's regular payroll schedule.

     b) An  incentive  salary  equal to two (2%)  percent  of the  adjusted  net
profits (hereinafter defined) of the Employer beginning with the Employer's year
end 1998 and each  fiscal  year  thereafter  during the term of this  Agreement.
"Adjusted net profit" shall be the net profit of the Employer before federal and
state income taxes,  determined in accordance with generally accepted accounting
practices by the Employer's independent accounting firm and adjusted to exclude:
(i) any incentive  salary  payments paid  pursuant to this  Agreement;  (ii) any
contributions  to pension and/or profit sharing plans;  (iii) any  extraordinary
gains or losses  (including,  but not limited to, gains or losses on disposition
of assets); (iv) any refund or deficiency of federal and state income taxes paid
in a prior year; and (v) any provision for federal or state income taxes made in
prior  years  which  is   subsequently   determined  to  be   unnecessary.   The
determination  of the adjusted net profits  made by the  independent  accounting
firm  employed by the Employer  shall be final and binding upon the Employee and
Employer.  The  incentive  salary  payment shall be made within thirty (30) days
after the Employer's  independent  accounting  firm has concluded it's audit. If
the final  audit is not  prepared  within  ninety (90) days after the end of the
fiscal year, then Employer shall make preliminary payment equal to fifty percent
(50%) of the  amount  due based  upon the  adjusted  net  profits  preliminarily
determined  by the  independent  accounting  firm,  subject  to  payment  of the
balance,  if any, promptly  following  completion of the audit by the Employer's
independent accounting firm.



         5.       Benefits.

                  a)  Vacation/Personal  Time.  Employer shall be entitled to an
aggregate  of fourteen  (14) working  days paid  vacation  during each full year
during the Term of  Employment.  In  addition,  personal  time will be provided,
calculated  at a rate of four (4) hours during each full year during the Term of

                  b)  Holidays.  Employee  shall be entitled to at lease six (6)
paid holidays each calendar year. Employer shall notify Employee on or about the
beginning of each  calendar  year with  respect to the holiday  schedule for the
coming year. Personal holidays,  if any, will be scheduled in advance subject to
requirements  of Employer.  Such holidays must be taken during the calendar year
and cannot be carried forward into the next year.

                  c) Sick  Leave.  Employee  shall be entitled to sick leave and
emergency leave which shall be liberally granted upon reasonable notice.

                  d)  Medical  and  Group  Life  Insurance.  Employer  agrees to
include  Employee in the group medical and hospital plan of Employer and provide
group life  insurance  for  Employee  at no charge to  Employee in the amount of
$250,000.00 during this agreement.

                  e)  Pension  and  Profit  Sharing  Plans.  Employee  shall  be
entitled  to  participate  in any pension or profit  sharing  plan or other type
adopted  by the  Employer  for  the  benefit  of  its  officers  and/or  regular

                  f)  Automobile.  Employer shall provide to Employee the use of
an  automobile  of  Employee's  choice at a gross  purchase  price not to exceed
$40,000.00.  Employer  agrees  to  replace  the  automobile  with  a new  one at
Employee's  request no more than once every two  years.  Employer  shall pay all
automobile  operating  expenses  incurred  by  Employee  in the  performance  of
Employee's  duties.  Employer  shall procure and maintain in force an automobile
liability policy for the automobile with coverage,  including  Employee,  in the
minimum  amount of  $1,000,000.00  combined  single  limit on bodily  injury and
property damage.

                  g)  Expense  Reimbursement.  Employee  shall  be  entitled  to
reimbursement for all reasonable  expenses,  including travel and entertainment,
incurred by Employee in the  performance  of Employee's  duties.  Employee shall
maintain records and written receipts as required by the Employer and reasonably
requested by the board of directors to substantiate such expenses.

         6.       Non-Competition.

                  During the Term of Employment  and for a continuous  period of
two (2) years  commencing  upon  termination of employment,  Employee shall not,
individually  or  jointly  with  others,  own or hold any  ownership  or  voting
interest in any person or entity engaged in a business the same as or similar to
any business of the employer or which competes in any manner whatsoever with the
business of Employer, and which is located or intended to be located in the



State of Florida; and Employee shall not act as an officer, director,  employee,
partner, independent contractor, consultant, principal, agent, proprietor, or in
any  other  capacity  for,  not  lend  any  assistance  (financial,  managerial,
professional  or otherwise) or cooperation to, nor perform any services for, any
such  person or  entity;  and during the Term of  Employment  Employee  shall be
prohibited from the foregoing  activities and  relationships  with any person or
entity which  competes with Employer,  regardless of the geographic  location of
such person or entity.

         7.  Non-Disclosure;  Non-Solicitation.  Except  in the  performance  of
servicing customers of Employer,  at no time during the Term of Employment or at
anytime thereafter shall Employee,  individually or jointly with others, for the
benefit of Employee or any third  party,  publish,  disclose,  use or  authorize
anyone else to publish,  disclose or use, any secret or confidential material or
information  regarding  the business  methods,  business  policies,  procedures,
techniques or trade secrets,  or other knowledge or processes of or developed by
Employer (and/or any other Employee or agent of Employer),  any affiliate of the
employer, any entity in which the Employer has an interest,  including,  without
limitation,  any secret or  confidential  information  relating to the business,
customers,  financial position,  trade or industrial  practices,  trade secrets,
technology or know-how of the Employer.

         Furthermore,  for a period of two (2) years commencing upon termination
of Employee's  employment,  Employee shall not solicit or contact,  or cause any
other person or entity to solicit or contact,  any current  customer of Employer
at the time of termination.

         8.  Reasonableness  of  Restrictions:   Reformation:  Enforcement.  The
parties  hereto  recognize  and  acknowledge  that  the  geographical  and  time
limitations  contained  in  Section  6 and 7  hereof  (hereinafter  "Restrictive
Covenants")  are  reasonably  necessary  to protect  the  Employer's  legitimate
business  interests  and properly  required for the adequate  protection of such
business  interests of Employer.  Employee  acknowledges  that the Employer will
provide to Employee confidential  information concerning the Employer's business
methods and operating  practices in reliance on the  covenants  contained in the
Restricted Covenants.  It is agreed by the parties hereto that if any portion of
the  restrictions  contained in the Restrictive  Covenants.  It is agreed by the
parties  hereto  that  if any  portion  of  the  restrictions  contained  in the
Restrictive Covenants are held to be unreasonable,  arbitrary, or against public
policy, then the restrictions shall be considered divisible, both as to the time
and to the  geographical  area,  with each month of the  specified  period being
deemed  a  separate  period  of time  and  each  radius  mile of the  restricted
territory being deemed a separate  geographic area, so that the lesser period of
time or  geographical  area shall  remain  effective  so long as the same is not
unreasonable, arbitrary, or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or  the  specified   geographical  area  of  the  restricted   territory  to  be
unreasonable,  arbitrary,  or against  public  policy,  a lesser  time period or
geographical  area which is determined to be reasonable,  nonarbitrary,  and not
against  public  policy may be enforced  against  Employee.  If  Employee  shall
violate  any of the  covenants  contained  herein  and if any  court  action  is
instituted by the Employer to prevent or enjoin such violation,  then the period
of time during which the Employer's business activities shall be restricted,  as
provided in this Agreement, shall be lengthened by a period of time equal to the
period between the date of the Employee's breach of



the terms or  covenants  contained in this  Agreement  and the date on which the
decree of the court  disposing  of the issued upon the merits shall become final
and not subject to further appeal.

         9. No Remedy At Law.  Employee  agrees  that the  remedy at law for any
breach by  Employee  of the  covenants  contained  in  Sections  6 and 7 will be
inadequate  and would be difficult to ascertain and  therefore,  in the event of
the breach or threatened breach of any such covenants, the Employer, in addition
to any and all other remedies,  shall have the right to enjoin Employee from any
threatened  or actual  activities  in violation  thereof;  and  Employee  hereby
consents  and agrees  that  temporary  and  permanent  injunctive  relief may be
granted in any proceedings  which might be brought to enforce any such covenants
without the necessity of proof of actual damages.

         10.  Representations  of Employee.  Employee hereby makes the following
representations to Employer, each of which is material and is being relied on by
Employer  and shall be true as of the date  hereof  and  throughout  the Term of

                  a)   Employment   Qualifications.   Employee   shall  (i)  use
Employee's best efforts to maintain qualifications as a general manager, (ii) is
experienced in administrative  procedure,  (iii) agrees to participate and shall
participate  in a  continuing  education  and/or  training  programs,  (iv)  use
Employee's best efforts as a general manager.

                  b)       Factual Information.  Any and all factual information
furnished by Employee to Employer is true and accurate in every material respect
as of the date on which such information was furnished.

                  c)  Professional  Conduct.  Employee has and will  continue to
conduct all  activities  in  accordance  and  compliance  with any and all laws,
regulations and ethical standards.

                  d)  Authority.  Employee has full power and authority to enter
into this  Agreement and perform all  obligations  hereunder.  The execution and
performance  of this  Agreement  by  Employee  will not  constitute  a breach or
violation of any covenant, agreement or contract to which Employee is a party or
by which Employee is bound.

         11.      Books, Office Equipment, Etc.

                           a) Employee's Ownership.  All books, office equipment
and other property furnished by Employee shall remain Employee's property.

                           b) Employer's Ownership. All instruments,  equipment,
furniture,  furnishings,  supplies,  products,  samples,  forms,  charts,  logs,
brochures,  client  records,  procedures,  contracts  and  any  other  property,
materials or  information furnished by Employer  are  and  shall remain the sole
property of Employer. Upon termination of this Agreement, Employee shall  return
all such  property to Employer.

         12.  Assignability.  This  Agreement and the rights and duties  created
hereunder  shall not be  assignable  or delegable by Employee.  Employer may, at
Employer's optio and without



consent of Employee,  assign its rights and duties  hereunder  to any  successor
entity or transferee of Employer's assets.

         13. Notices. All notices or other communications provided for herein to
be given or sent to a party by the other party shall be deemed  validly given or
sent if in writing and mailed,  postage  prepaid,  by  registered  or  certified
United States mail, addressed to the parties at their addresses  hereinabove set
forth. Any party may give notice to the other parties at any time, by the method
specified  above,  of a change in the  address at which,  or the person to whom,
notice is to be addressed.

         14. Severability.  Each section,  subsection and lesser section of this
Agreement constitutes a separate and distinct undertaking, covenant or provision
hereof. In the event that any provision of this Agreement shall be determined to
be  invalid  or  unenforceable,  such  provision  shall  be  deemed  limited  by
construction  in scope and effect to the minimum extent  necessary to render the
same  valid  and  enforceable  provision  shall  be  deemed  severed  from  this
Agreement,  but every other  provision  of this  Agreement  shall remain in full
force and effect.

         15. Effect of  Termination.  The  termination  of this  Agreement,  for
whatever reason, shall not extinguish those obligations of Employee specified in
the  Restrictive  Covenants,  nor shall the same  extinguish the right of either
party to  bring an  action,  either  in law or in  equity,  for  breach  of this
Agreement by the other party.

         16.  Waiver.  The failure of a party to enforce any term,  provision or
condition of this Agreement at any time or times shall not be deemed a waiver of
that term,  provision or condition for the future, nor shall any specific waiver
of a term,  provision  or condition at one time be deemed a waiver of such term,
provision or condition for any future time or times.

         17.  Parties.  This Agreement shall be binding upon, and shall inure to
the benefit of, the parties  hereto and their  heirs,  personal  representative,
legal representative and proper successors and assigns, as the case may be.

         18. Governing Law. The validity, interpretation and performance of this
Agreement shall be governed by the laws of the State of Florida,  without giving
effect to the principles of comity or conflicts of laws thereof.

         19. Captions. The captions of this Agreement have been assigned thereto
for convenience only, and shall not be construed to the limit,  define or modify
the substantive terms hereof.

         20. Entire  Agreement;  Counterparts.  This Agreement  constitutes  the
entire  agreement  between  the parties  hereto  concerning  the subject  matter
hereof,  and  supersedes  all  prior  agreements,   memoranda,   correspondence,
conversations  and  negotiations.  This  Agreement  may be  executed  in several
counterparts that together shall constitute but one and the same Agreement.



         21. Costs of Enforcement. In the event it is necessary for any party to
retain the services of an attorney or to initiate  legal  proceedings to enforce
the terms of this Agreement,  the prevailing  party shall be entitled to recover
from the non-prevailing  party, in addition to all other remedies,  all costs of
such enforcement,  including reasonable  attorneys' fees and including trial and
appellate proceedings.

         22. Gender, Etc. Words used herein, regardless of the number and gender
specifically  used,  shall be deemed and  construed to include any other number,
singular or plural, and any other gender, masculine,  feminine or neuter, as the
context indicates is appropriate.

         IN WITNESS  WHEREOF,  the undersigned  have hereunto set their hands on
the date first above written.

Signed in the presence of:                   Employee:

                                              /s/Edward Anthony Roth
----------------------------                 -----------------------------
As to Employer                               EDWARD ANTHONY ROTH

    /s/Alisha Roth
As to Employee

Signed in the presence of:                   Employer:
                                             ATR INDUSTRIES

___/s/Alisha Roth____________                By:__/s/_________________
Secretary                                       __Director____________________
                                             For ATR INDUSTRIES