Sample Business Contracts

Employment Agreement - Benihana Inc. and Kevin 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.
  • More Employment Agreements

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                              EMPLOYMENT AGREEMENT

         AGREEMENT  dated October 19, 1998, by and between  Benihana  Inc.,
a Delaware corporation (the "Company"), and Kevin Aoki (the "Employee").


         The Company is desirous of employing  Employee and Employee is
desirous of being employed by the Company on the terms and  conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained,  it is hereby  agreed by and  between  the  Company and Employee
as follows:

         1.  Engagement  and Term.  The  Company  hereby  employs  Employee
and Employee  hereby  accepts  such  employment by the Company on the terms
and conditions set forth herein, for a period commencing on November 1, 1998
(the "Effective Date"),  and ending,  unless sooner terminated in accordance
with the provisions of Section 4 hereof, on October 31, 2001 (the "Employment

         2. Scope of Duties.  Employee shall be employed  by the Company in an
executive capacity as determined by the President and the Board of Directors
of the Company, and will report directly to the President of the Company.  In
such capacity, the Employee shall have such authority, powers and duties
delegated to his by the President and the Board of Directors of the Company.
If elected or appointed, Employee shall also serve, without additional
compensation, in one or more  offices  and,  if and when  elected, as a
director of the Company or any subsidiary  or affiliate of the Company,
provided  that  his  duties  and responsibilities  are not inconsistent with
those pertaining to his position as an executive.  Employee shall faithfully
devote his full  business  time and efforts  so as to  advance  the  best
interests  of  the  Company.  During  the Employment Period, Employee shall
not be engaged in any other business activity, whether or not such business
activity is pursued for profit or other  pecuniary advantage, unless same is
only incidental and is in no  way,  directly  or indirectly, competitive with,
or opposed to the best interests of the Company.

3.       Compensation.

                  3.1  Basic Compensation. 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 Eighty Thousand
         Dollars ($80,000.00)("Basic  Compensation"), payable in accordance
         with the Company's customary payroll practices for executive

                  3.2  Discretionary Increases.  The Employee shall also be
         entitled to such additional increments and bonuses as shall be
         determined from time to time by the Board of Directors of the

                  3.3  Stock  Options.  The Employee will be eligible to
         receive stock options under the Company's stock option plans at the
         discretion of the Stock Option Committee of the Board of Directors of
         the Company in accordance with policies existing at the time of such

                  3.4  Other Benefits.

                           (a)  Employee  shall be  entitle to  participate,
                  at Company's expense, in the major medical health insurance
                  plan, and  all  other  health, insurance or other benefit
                  plans applicable generally to executive officers of the


                           (b) During the  Employment  Period,  Employee will
                  be entitled to paid  vacations and holidays consistent with
                  the Company's  policy  applicable to executives generally.
                  All vacations shall be scheduled at the mutual convenience
                  of the Company and the Employee.

                           (c) The Company will pay up to Two Thousand Dollars
                  ($2,000.00) to defray Employee's actual expenses of
                  relocating his home from Hawaii to Miami, Florida, upon
                  submission of vouchers or other evidence  thereof in
                  accordance with the company's usual policy of expense

4.       Term of Employment.  The provisions of Section 1 of this Agreement
notwithstanding, the Company may terminate this Agreement and Employee's
employment hereunder in the manner and for the causes hereinafter set forth,
in which event the Company shall be under no further obligation to Employee
other than as specifically provided herein

                           (a) If Employee is absent from work or otherwise
                  substantially unable to assume his normal duties for a
                  period of sixty (60) successive days or an aggregate of
                  ninety (90) business days during any consecutive twelve-
                  month period during the Employment Period because of
                  physical or mental disability, accident, illness, or any
                  other cause other than vacation or approved leave of
                  absence, the Company  may thereupon, or anytime thereafter
                  while such absence  or disability still exists, terminate
                  the employment of Employee hereunder upon ten (10) days
                  written notice to Employee.

                           (b) In the event of the death of Employee, this
                  Agreement shall immediately terminate on the date thereof.

                           (c) If Employee  materially  breaches or violates
                  any material term of his employment hereunder, or commits
                  any criminal act or an act of dishonesty or moral turpitude,
                  in the reasonable judgment of the Company's  Board of
                  Directors, then the Company may, in addition to other rights
                  and remedies available at law or equity,  immediately
                  terminate  this Agreement  upon  written  notice to Employee
                  with the date of such notice being the termination date and
                  such  termination being deemed for "cause".

                           (d) In  the  event  Employee's  employment shall be
                  terminated by reason of the provisions of subparagraph (a)
                  or (b) of this Section 4, then in such event, the Company
                  shall pay to  Employee,  if  living,  or other  person or
                  persons as Employee  may from time to time  designate  in
                  writing as the beneficiary of such payment a sum, equal to
                  the  basic compensation  in  effect  at the  time  which
                  such death or disability occurred, such payment to continue
                  for three months after such death or disability.

         5.     Disclosure of Confidential Information and Covenant Not to
Compete.  Employee  acknowledges  that the  Company  possesses  confidential
information, know-how, customer lists, purchasing,  merchandising and selling
techniques and strategies, and other information used in its operations of
which Employee will obtain  knowledge, and that the Company will suffer
serious and irreparable damage and harm if this  confidential information were
disclosed to any other party or if Employee  used this information to compete
against  the  Company.  Accordingly, Employee hereby agrees that except as
required by Employee's duties to the Company, Employee without the consent of
the Company's  Board  of Directors, shall  not at any time  during  or after
the term of this  contract disclose  or  use  any  secret  or  confidential
information  of  the  Company, including,  without  limitation, such business
opportunities, customer lists, trade secrets, formulas, techniques and methods
of which Employee shall become informed  during his employment, whether
learned by him as an Employee of the Company, as a member of its Board of
Directors or otherwise, and whether or not developed by the  Employee, unless
such information  shall be or become public knowledge other than as a result
of the Employee" direct or indirect  disclosure of the same.


          Employee  further  agrees that for a period of one year  following
the termination  of Employee's  employment,  except as a result of the breach
by the Company of any material term or condition hereof, Employee will not,
directly or indirectly,  alone or with others, individually or through or by
a corporate or other business  entity in which he may be interested as a
partner, shareholder, joint venturer, officer or director or otherwise, engage
in the United States in any  "business  which is  competitive  with  that of
the Company or any of its subsidiaries"  as  hereinafter  defined  within the
"Territory"  as hereinafter defined;  provided,  however,  that the foregoing
shall not be deemed to prevent the ownership by Employee of up to five percent
of any class of  securities  of any  corporation  which  is  regularly  traded
on  any  stock   exchange  or over-the-counter market. For the purpose of this
Agreement, a "business which is competitive with the business of the Company
or any of its subsidiaries", shall include only the  operation or franchise of
restaurants selling  Japanese,  or other Asian food, or  restaurants of a type
then being operated by the Company, or any of its subsidiaries; and the term
"Territory" is defined to mean the area within a five (5) mile  radius of any
restaurant  then  being  operated  by the Company or any of its subsidiaries.

         6.     Reimbursement of Expenses.  The Company shall further pay
directly, or reimburse the Employee, for all other reasonable and necessary
expenses and disbursements  incurred  by  him  for  and  on  behalf  of  the
Company in the performance  of his duties  during the  Employment Period upon
submission  of vouchers  or other  evidence  thereof in  accordance  with the
Company's usual policies of expense reimbursement.

         7.       Miscellaneous Provisions.

                  7.1 Section headings are for convenience only and shall not
         be deemed to govern,  limit,  modify or supersede  the  provisions of
         this Agreement.

                  7.2 This Agreement is entered into in the State of Florida
         and shall be governed pursuant to the laws of the State of Florida.
         If any provision  of this  Agreement  shall  be held by a court of
         competent jurisdiction  to be invalid,  illegal or  unenforceable,
         the remaining provisions hereof shall continue to be fully effective.

                  7.3  This  Agreement  contains  the  entire  agreement  of
         the parties regarding this subject  matter.  There are no
         contemporaneous oral agreements, and all prior understandings,
         agreements, negotiations and representations are merged herein.

                  7.4 This  Agreement may be modified only by means of a
         writing signed by the party to be charged with such modification.

                  7.5 Notices or other  communications  required or permitted
         to be given  hereunder  shall be in writing and shall be deemed duly
         given upon receipt by the party to whom sent at the respective
         addresses set forth  below or to such  other  address  as any party
         shall  hereafter designate to the other in writing delivered in
         accordance herewith:

                  If to the Company:

                           Benihana Inc.
                           8685 N.W. 53rd Terrace
                           Miami, Florida  33166-0120

                  If to Employee:

                           Kevin Aoki
                           232 East 63rd Street
                           New York, New York  10021


                  7.6 This Agreement shall inure to the benefit of, and shall
         be binding  upon,  the Company,  its  successors  and assigns,
         including, without limitation,  any entity that may acquire all or
         substantially all of the Company's assets and business or into which
         the Company may be  consolidated  or merged.  This  Agreement  may
         not be  assigned by Employee.

                  7.7 This Agreement may be executed in separate counterparts,
         each of which shall constitute the original hereof.

         IN WITNESS  WHEREOF,  the  parties  have set their hands as of the
date first above written.

                                  BENIHANA INC.

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

                                 /s/ Kevin Aoki
                                 Kevin Aoki



         Amendment No. 1 dated January 25, 2000 to Employment Agreement dated
October 19, 1998 (the "Agreement") by and between Benihana Inc. and Kevin

         Unless  otherwise  defined  herein,  capitalized  terms  shall have
the respective meanings assigned to them in the Agreement.

         The parties agree that the Agreement shall be amended as follows:

         A.       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 for an extended term continuing until October 31,

         B.       Section 3.1 of the Agreement is hereby amended to read in
                  its entirety as follows:

                           3.1 Basic Compensation.  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 One Hundred, Ten Thousand Dollars ($110,000.00) ("Basic
                  Compensation"),  payable, commencing  January  1, 2000, in
                  accordance with the Company's  customary payroll practices
                  for executive employees.

         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/ Kevin Aoki
                                 Kevin Aoki