Sample Business Contracts

Employment Agreement - Tejas PB Distributing Inc. and Thomas G. Bigham

Employment Forms

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  • 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

         This  employment  agreement  ("Agreement")  is made  and  entered  into
effective  as of the __th day of  November,  1998  ("Effective  Dates"),  by and
between TEJAS PB DISTRIBUTING,  INC.  ("Company"),  an Arizona corporation,  and
THOMAS G. BIGHAM ("Employee"), a married man.

         In consideration of the mutual promises and covenants contained herein,
and other good and valuable consideration, the receipt of which is acknowledged,
Company and Employee agree as provided in this Agreement.

         1. Employment.  Company hereby employs  Employee,  and Employee accepts
employment  by  Company,  upon  the  terms  and  conditions  contained  in  this

         2. Term.  Employee's  employment by Company shall  commence on November
__, 1998,  and shall  continue for a one year period from the date first written

         3.  Title.  During  the period of  Employee's  employment  by  Company,
Employee  shall be Vice  President  of the Company  and shall have such  rights,
powers and authority in such  positions as may be designated by Company's  Board
of Directors from time to time.

         4. Compensation. During the period of Employee's employment by Company,
Employee  shall  receive from Company at an annual salary of  $80,000.00,  which
shall be payable  proportionately on Company's regular payroll payment dates for
its employees.

         5.  Fringe  Benefits.  During the period of  Employee's  employment  by
Company, Employee shall be entitled to participate in all of Company's qualified
retirement plans and welfare benefit plans (e.g., group health insurance) on the
same basis as  Company's  other  employees.  In  addition,  during the period of
Employee's  employment by Company,  Employee shall be entitled to participate in
all  non-qualified  deferred  compensation and similar  compensation,  bonus and
stock plans offered, sponsored or established by Company.

         6. Automobile  Allowance,  Telephone and Credit Card. During the period
of  Employee's  employment  by Company,  Company  shall  furnish to Employee the

                  (a) Company shall pay Employee an automobile allowance of $400
per month. In addition, Company shall pay for up to $200 per month (which amount
shall be reviewed at  three-month  intervals)  in automobile  gasoline  expenses
charged to Employee's AMEX corporate  credit card, or the Company will reimburse
Employee if paid directly by Employee up to the agreed limit.  In no event shall
Company be responsible for any other automobile related expenses,  including but
not limited to insurance  (however  Employee shall maintain  insurance  coverage
reasonably  satisfactory to Company),  oil, tires,  warranty and routine service
and other maintenance and repairs for the automobile. Employee acknowledges that
he may recognize  taxable income in connection with Company's  providing an auto

                  (b)  Company  shall  furnish to  Employee a mobile or cellular
telephone for Employee's  use and shall pay all charges in connection  therewith
(except Employee shall reimburse  Company for the charges each month that are in
excess of $200).  The telephone to be furnished to Employee shall be agreed upon
by Company and Employee from time to time.
                  (c) Company shall furnish to Employee a Company AMEX corporate
credit  card and long  distance  telephone  card for  Employee to use solely for
purposes of Company.

         7. Confidentiality.

                  (a) During the period of Employee's  employment by Company and
for a one year period  thereafter,  Employee  shall hold in confidence and shall
not  disclose or publish,  except in the  performance  of his duties  under this
Agreement,  any Confidential Information (as defined below) that is presented or
disclosed to him in connection with his employment by Company.

                  (b)  Subject to the  provisions  of Section  9(c)  below,  for
purposes  of this  Agreement  the term  "Confidential  Information"  shall  mean
information  or  material  that is  proprietary  to and owned by  Company.  Such
Confidential  Information shall include,  without limitation,  Company's recipes
for specialty potato chips,  manufacturing  processes,  customer lists, supplier
lists and pricing information.

                  (c)  Notwithstanding  the  foregoing,  the  term  Confidential
Information shall not include any information or material that:

                           (i) is in, or has passed into, the public domain;

                           (ii) is lawfully  received  by Employee  from a third

                           (iii) is required to be  disclosed by Employee by law
                  or pursuant to an order determination issued by a court or any
                  federal,  state  or  municipal  regulatory  or  administrative
                  agency; or

                           (iv) was in the possession of, or known by,  Employee
                  prior to his Employment by Company.

                  (d) Employee acknowledges that the Confidential Information of
Company  is unique in  character  and that  Company  would not have an  adequate
remedy at law for a material breach or threatened material breach by Employee of
his covenants under this Section 7. Employee  therefor agrees that, in the event
of any such material  breach or threat  thereof,  Company may obtain a temporary
and/or  permanent  injunction or restraining  order to enjoin Employee from such
material breach or threat  thereof,  in addition to any other rights or remedies
available to Company at law or in equity.

                  (e)  Notwithstanding  the  foregoing,  Employee  may  disclose
Confidential  Information  to his attorneys and other advisors on a need to know
basis  provided the recipient is directed and required to maintain the disclosed
Confidential Information in confidence.

         8. Indemnification.

                  (a) Company shall  indemnify  and hold  Employee  harmless and
defend  Employee  for,  from and against all claims,  liabilities,  obligations,
fines,  penalties and other matters and all costs and expenses  relating thereto
that  Company  and/or such  subsidiary  or  affiliated  entity is  permitted  by
applicable  law,  except as any of the  foregoing  arises  out of or  relates to
Employee's negligence, willful malfeasance and/or breach of this Agreement.

                  (b) Company  represents  and warrant to Employee  that neither
its  articles  of  incorporation  nor  its  bylaws  nor any  resolutions  of its
shareholders  or board of  directors  restricts  or limits  Companies  rights or
obligations to indemnify  Employee as provided in subsection (a) of this Section
8,  except to the extent  such  restrictions  or  limitations  are  required  by
applicable law.

         9. Noncompete.  During the period of Employee's  employment by Company,
Employee shall not,  directly or indirectly,  whether as principal,  consultant,
employee, agent, officer, director, trustee or otherwise, engage in the business
of manufacturing specialty potato chips, salted snack foods or popcorn or engage
in the business of distributing  specialty  potato chips,  salted snack foods or
popcorn.  In  addition,  Employee  shall not,  for a period of sixty (60) months
beginning on the date of termination of his employment,  directly or indirectly,
whether as principal, consultant, employee, agent, officer, director, trustee or
otherwise,  engage  in the  State  of  Texas in the  business  of  manufacturing
specialty potato chips,  salted snack foods or popcorn or engage in the State of
Texas in the business of distributing specialty potato chips, salted snack foods
or popcorn.  Employee  acknowledges  that the foregoing  limitations are minimum
limitations  which are necessary to protect the legitimate  interests of Company
because of Employee's sensitive executive position with Company. Therefore, if a
breach of the foregoing shall occur, in addition to any action for damages which
Company  may have,  Company  shall have the right to obtain an  injunction  as a
matter  of  right  prohibiting   Employee's  competition  in  violation  of  the
foregoing.  In the event that the time period of non-competition is deemed to be
unreasonable,  Employee  acknowledges that 59 months shall be deemed reasonable.
In the  event 59  months  is  deemed  unreasonable,  then 58  months  is  deemed
reasonable,  and so on,  until the  foregoing  covenant  is  enforceable  to the
fullest  extent  permitted by law.  Similarly,  in the event the entire State of
Texas is deemed unreasonable,  counties shall be eliminated one by one beginning
with the  northwest  corner of the State of Texas,  continuing  down the western
side of the State of Texas and in roughly a west to east linear  fashion  across
the State of Texas  until  the  geographical  limit  set  forth  above is deemed
reasonable to the fullest extent permitted by law.

         10. Additional Provisions.

                  (a) This Agreement  shall not be assigned by either Company or
Employee  without the other  party's  prior  written  consent;  otherwise,  this
Agreement  shall be binding upon,  and shall inure to the benefit of, the heirs,
personal  representatives,  successors  and  assigns  of  Company  and  Employee

                  (b) This  Agreement and the rights and  obligations of Company
and Employee  shall be governed by, and shall be construed in  accordance  with,
the  laws of the  State  of  Arizona  without  the  application  of any  laws of
conflicts of laws that would  require or permit the  application  of the laws of
any other jurisdiction.

                  (c)  Time  is of  the  essence  of  this  Agreement  and  each
provision hereof.

                  (d) This  Agreement  sets  forth the entire  understanding  of
Company and Employee  with respect to the matters set forth herein and cannot be
amended or  modified  except by an  instrument  in  writing  signed by the party
against whom enforcement is sought.

                  (e) This  Agreement  is the  result  of  negotiations  between
Company and Employee,  and Company and Employee  hereby waive the application of
any rule of law  that  otherwise  would be  applicable  in  connection  with the
interpretation  and construction of this Agreement that ambiguous or conflicting

or provisions are to be interpreted or construed against the party who (or whose
attorney) prepared the executed Agreement or any earlier draft of the same.

                  (f) If any  provision or any portion of any  provision of this
Agreement  shall be deemed to be  invalid,  illegal or  unenforceable,  the same
shall not alter the remaining  portion of such provision or any other  provision
of this Agreement, as each provision of this Agreement and portion thereof shall
be deemed severable.

                  (g) Except as may be  otherwise  required  by law,  any notice
required or permitted to be given under this Agreement shall be given in writing
and shall be given either by (i) personal  delivery,  or (ii) overnight  courier
service,  or (iii) facsimile  transmission,  or (iv) United States  certified or
registered  mail, in each case with postage prepaid to the following  address or
to such other  address as Company or Employee  may  designate by notice given to
the other party  pursuant to this section.  Notice shall be effective on (v) the
day notice is personally delivered,  if notice is given by personal delivery, or
(vi) the first business day after the date of delivery to the overnight delivery
service, if notice is given by such a delivery service,  (vii) the day notice is
received,  if notice is given by  facsimile,  or (viii) the fourth  business day
after  notice is  deposited  in the United  States  mail,  if notice is given by
United States certified or registered mail.

         Company:          Tejas PB Distributing, Inc.
                           3500 S. La Cometa Drive
                           Goodyear, Arizona 85338-1500
                           Fax No. (602) 925-2363

         Employee:         Thomas G. Bigham
                           Fax No. (___)____________

                  (h) If any action, suit or proceeding is brought in connection
with this  Agreement,  or on  account  of any  breach of this  Agreement,  or to
enforce  or  interpret  any of the  terms,  covenants  and  conditions  of  this
Agreement,  the  prevailing  party shall be  entitled to recover  from the other
party or parties,  the prevailing party's reasonable  attorneys' fees and costs,
and the amount  thereof  shall be determined by the court (not by a jury) or the
arbitrator and shall be made a part of any judgment or award rendered.


                                   Tejas PB Distributing, Inc.



                                   Thomas G. Bigham