Sample Business Contracts

Employment Agreement - Wade Cook Financial Corp. and Wade B. Cook

Employment Forms

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  • 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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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the "Agreement")  effective as of this 30th
day of June,  2000,  by and between Wade Cook  Financial  Corporation,  a Nevada
corporation ("WCFC"), and Wade B. Cook, an individual ("Cook")(collectively, the

     1.  Employment.  WCFC hereby employs Cook to serve as WCFC's  President and
Chief  Executive  Officer.  Cook hereby  accepts such  employment  and agrees to
perform such duties and services as are reasonably  related thereto,  including,
but not limited to, the following duties: 1.1 Oversight of executive management;

          1.2  Oversight of operations;

          1.3  Oversight of marketing;

          1.4  Oversight of the majority WCFC's wholly owned subsidiaries; and

          1.5  Serve as president and treasurer of the majority of WCFC's wholly
               owned subsidiaries.

During the term of this Agreement,  Cook shall devote the substantial portion of
his business time,  attention and energy exclusively to the business and affairs
of WCFC and the performance of his duties hereunder.

     2. Term. Cook  employment  hereunder shall begin on July 1, 2000 for a term
of three years.

     3. Compensation. For all services rendered by Cook under this Agreement:

          3.1  Base  Salary.  WCFC  agrees  to pay Cook a base  salary  of Three
               Hundred  and   Twenty-Five   Thousand   and   No/100ths   Dollars
               ($325,000.00)  per  annum  in  equal  semi-monthly  installments.
               Payment of all compensation hereunder shall be made in accordance
               with the  relevant  policies of WCFC in effect from time to time,
               including normal payroll  practices,  and shall be subject to all
               applicable employment and withholding taxes.

          3.2  Stock  Incentive.  Cook  may be  entitled  to  stock  incentives,
               including,  but not limited to,  options,  warrants,  and phantom
               options,  in such amounts and at such times as determined by WCFC
               Board of Directors (the  "Board"),  in its  discretion,  based on
               WCFC's performance.

          3.3  Bonus. Cook may be entitled to bonus compensation in such amounts
               and at such times as determined by the Board,  in its discretion,
               based on WCFC's performance.

          3.4  Salary in the Event of Disability. If Cook becomes physically or
          mentally disabled to the extent that he cannot perform the majority of
          his usual duties for a period of 90  consecutive  days, in the Board's
          opinion,  WCFC may terminate this  Agreement.  Upon such  termination,
          Cook shall be  entitled  to all  accrued  but unpaid  Base  Salary and
          vacation,  less  the  amount  of  any  disability  insurance  payments
          received  by Cook under  policies  purchased  by WCFC,  if any,  until
          termination of this Agreement.

     4. Office Facilities. Cook shall be furnished with such office, facilities,
services,  supplies,  and  assistants  as are  suitable  and  adequate  for  the
performance of his duties hereunder.

     5. Expenses.  Upon submission of itemized expense  statements in the manner
specified  by WCFC,  Cook shall be  entitled  to  reimbursement  for  reasonable
business and travel  expenses  duly incurred by Cook in the  performance  of his
duties hereunder, in accordance with WCFC's current policies, as approved by the

     6. Benefits. Cook shall be entitled to all rights and benefits for which he
is eligible under any bonus,  pension,  401K,  profit sharing,  group insurance,
death benefit,  or other benefit plan,  which WCFC may provide for its employees
generally.  WCFC will also obtain a One Million No/100ths Dollar ($1,000,000.00)
life insurance policy on Cook, provided,  however, that the cost for such policy
does not exceed Seven Thousand Five Hundred and No/100ths Dollars ($7,500). At a
minimum,  Cook shall receive  medical,  dental and vision insurance for him, his
spouse and children.

     7.  Vacation.  Cook shall be entitled to six weeks of vacation each year of
full  employment,  exclusive of legal  holidays,  as long as the  scheduling  of
Cook's vacation does not interfere with WCFC's normal business operations.

     8.  Covenant  Not to  Compete.  Cook  agrees  that  during  the term of his
employment  with WCFC, and for a period of 60 months  thereafter,  Cook will not
engage in any employment,  business,  or activity that is in any way competitive
with the business or proposed  business of WCFC and/or its  subsidiaries  in the
United States,  and he will not assist any other person or organization in doing
so. The  provisions of this  paragraph  shall apply both during  normal  working
hours and at all other times including, but not limited to, nights, weekends and
vacation time while he is employed by WCFC.

     9. Ownership,  Confidentiality  and Assignment.  At all times,  both during
Cook's employment by WCFC and after his termination for any reason, he will keep
in strict  confidence  and trust,  and will not use or disclose any  Proprietary
Information,  as defined  below,  or anything  relating to it without the WCFC's
prior  written  consent,  except  as may be  necessary  and  appropriate  in the
ordinary  course of his  employment  as the case may be.  For  purposes  of this
Agreement,  "Proprietary  Information"  is  information  that  was  or  will  be
developed, created or discovered by Cook or others for and on behalf of the WCFC
and/or its subsidiaries, or that became or will become known by Cook as a result
of his employment by WCFC and/or its subsidiaries, or was or is conveyed to WCFC
by  others,  and has  commercial  value  in the  WCFC's  business.  The  Parties
acknowledge and agree that Proprietary  Information includes, but is not limited
to, information about formulas, formats, technology, ideas, know-how, processes,
trade secrets,  computer  programs,  designs,  data,  techniques,  improvements,
inventions  (whether  patentable  or not),  works of  authorship,  business  and
product development plans, marketing plans, models,  financial information,  the
salaries  and terms of  compensation  of the WCFC's or its related  subsidiaries
employees or independent  contractors,  customers and customer lists,  and other
information  concerning WCFC and/or its subsidiaries,  whether or not in written
or other tangible form and whether or not designated as  confidential,  which is
treated by WCFC and/or its subsidiaries as confidential.

     10. Indemnification.  Cook shall be fully indemnified by WCFC as an officer
as provided for under the Bylaws and Articles of Incorporation for WCFC.

     11. Termination

          11.1 For Cause.  Notwithstanding  anything herein to the contrary, the
               WCFC may terminate  Cook's  employment,  for cause, for anyone of
               the  following  reasons:  (i)  conviction  of a  felony,  any act
               involving moral turpitude, or a misdemeanor where imprisonment is
               imposed; (ii) commission of any act of theft, fraud,  dishonesty,
               or  falsification  of any  employment  or other  records of WCFC;
               (iii) improper  disclosure of WCFC's  confidential or proprietary
               information;  (iv) any  action by Cook  which  has a  detrimental
               effect on WCFC's  reputation or business;  (v) Cook's  failure or
               inability to perform any reasonable assigned duties after written
               notice from WCFC of, and a reasonable  opportunity to cure,  such
               failure or inability;  (vi) any breach of this  Agreement,  which
               breach in not cured within 30 days  following  written  notice of
               such  breach;  (vii) a  course  of  conduct  amounting  to  gross
               incompetence;  (viii)  chronic and  unexcused  absenteeism;  (ix)
               unlawful  appropriation  of  a  corporate  opportunity;   or  (x)
               misconduct in connection  with the  performance  of any of Cook's
               duties, including, without limitation,  misappropriation of funds
               or property of WCFC,  securing or attempting to secure personally
               any profit in  connection  with any  transaction  entered into on
               behalf of WCFC,  misrepresentation  to WCFC,  or any violation of
               law or  regulations on WCFC premises or to which WCFC is subject.
               Upon termination of Cook's  employment with WCFC for cause,  WCFC
               shall be under no further  obligation to Cook,  except to pay all
               accrued but unpaid  Base Salary and accrued  vacation to the date
               of termination thereof.


     11.2 Without Cause. If two-thirds (2/3) of the disinterested members of the
          Board  vote in  favor  to  terminate  Cook  without  cause,  WCFC  may
          terminate Cook's employment  hereunder,  provided,  however, that Cook
          shall be entitled to  severance  pay in the amount equal to six months
          of Cook's  then Base  Salary in  addition  to accrued  but unpaid Base
          Salary and accrued vacation, plus medical, dental and vision insurance
          benefits, less deductions required by law. Such severance compensation
          shall be paid if and only if Cook  executes  a valid an  comprehensive
          release of any and all  claims  that Cook may have  against  WCFC in a
          form  provided by WCFC's  counsel and Cook  executes and delivers such
          form to WCFC within seven days of tender thereof.

     11.3 Mutual  Agreement.  The Parties may mutually  agree to  terminate  the
          Cook's employment in writing between WCFC and Cook.

     11.4 Resignation. Cook may resign by giving WCFC 30 days' written notice of
          his intent to terminate this Agreement.

     11.5 Cooperation.  After notice of  termination,  Cook shall cooperate with
          WCFC,  as  reasonably  requested by WCFC,  to effect a  transition  of
          Cook's  responsibilities  and to  ensure  that  WCFC is  aware  of all
          matters being handled by Cook.

     12.  Assignment  of  Insurance.  In the event this  Agreement is terminated
other than by death,  WCFC,  upon the request of Cook,  shall assign to Cook any
insurance  policy owned by WCFC under which Cook is the insured and which by its
terms is  assignable;  provided  that,  if any such policy has a cash  surrender
value,  Cook shall pay the then cash  surrender  value of such policy to WCFC in
exchange for its assignment to him hereunder.  Any conversion  rights which Cook
may have  under  the  terms of any  such  insurance  policy  shall  survive  any
termination of this Agreement.

     13. General Provisions

          13.1 Entire  Agreement.  This Agreement  contains the entire agreement
               among the  Parties  relating  to the  subject  matter  hereof and
               supersedes  any  and  all  prior  agreements  or  understandings,
               written or oral,  among the Parties related to the subject matter
               hereof.  No  modification of this Agreement shall be valid unless
               made in writing and signed by the Parties.

          13.2 Governing Law. This Agreement  shall be governed by and construed
               in accordance with the laws of the State of Washington.

          13.3 Binding  Effect.  Except as otherwise  provided,  this  Agreement
               shall be binding upon and inure to the benefit of the Parties and
               their respective successors and assigns.

          13.4 Attorneys'  Fees.  In the  event of a dispute  among the  Parties
               hereto with respect to the  interpretation or enforcement of this
               Agreement,  the substantially  prevailing party shall be entitled
               to  collect  its  reasonable  attorneys'  fees and costs from the
               nonprevailing party.

          13.5 Counterparts.  This Agreement may be executed  simultaneously  in
               counterparts each of which shall be an original, but all of which
               together shall constitute one and the same instrument.

          13.6 Facsimile  Transmission.  Facsimile  transmission  of any  signed
               original  document,  and  retransmission  of any signed facsimile
               transmission,  shall be the same as  transmission of an original.
               At the  request of any party  hereto,  the Parties  will  confirm
               signatures  transmitted  by  facsimile  by  signing  an  original

          13.7 Dispute Resolution. The Parties agree to first try to resolve any
               dispute or  controversy  arising out of, in  connection  with, or
               relating to this Agreement between them. If they are unable to do
               so, the Parties  then agree to seek  mediation  before a mediator
               acceptable to each of the Parties.  If mediation fails to resolve
               the  dispute  or  controversy,  the  Parties  agree to submit the
               dispute or  controversy  to binding  arbitration  conducted by an
               arbitrator mutually selected by the Parties, or, in the event the
               Parties  cannot  agree  upon  such  an  arbitrator,  then  by the
               American  Arbitration  Association  (the "AAA").  The arbitration
               shall be conducted pursuant to the AAA's  then-existing rules and
               regulations  and  shall  be  held  in  Seattle,  Washington.  Any
               decision so rendered in arbitration shall be binding and final on

          13.8 Notice. Any notice required or permitted hereunder shall be given
               in writing either by personal  delivery or by mail to the address
               set forth below the Parties' respective signatures. The date upon
               which any such  notice  is so  personally  delivered  or, if such
               notice is given by mail,  the date upon which it is  received  by
               the addressee  shall be deemed to be the  effective  date of such

          13.9 Waiver.  The  waiver by either  party of any breach or failure to
               enforce any of the terms and  conditions of this Agreement at any
               time shall not in any way affect,  limit,  or waive such  party's
               right  thereafter  to enforce and compel strict  compliance  with
               every term and condition of this Agreement.


         13.10 Assistance   in   Litigation.   Cook  shall,   during  and  after
               termination of employment,  upon reasonable notice,  furnish such
               information and proper  assistance to WCFC in connection with any
               litigation in which it or any of its  subsidiaries  or affiliates
               is,  or  may  become  a  party;  provided,   however,  that  such
               assistance  following  termination shall be furnished at mutually
               agreeable times and for mutually agreeable compensation.

           EXECUTED as of the day and year first above written.

a Nevada corporation

Its:                                           ___________________________
    --------------------------------           Wade B. Cook

Address: 14675 Interurban Avenue South          Address:
        Seattle, Washington 98168-4664

Telephone No.                                   Telephone No.
Facsimile No.                                   Facsimile No.
E-Mail Address:                                 E-Mail Address: