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Exhibit B-10(b)(13)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as
of this ____ day of ___________, ________ by and between
Gold Xxxx, Inc. ("EMPLOYER"), a Georgia agricultural
cooperative, and ________________________ ("EMPLOYEE"), an
individual residing in ______________, ______________.
In consideration of the promises, covenants and
conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is
hereby acknowledged, EMPLOYEE and EMPLOYER agree as follows:
1. Employment and Term.
EMPLOYER hereby employs EMPLOYEE and EMPLOYEE hereby
accepts employment in the position of
_____________________________________ (the "Position") upon
the terms and conditions set forth in this Agreement. This
Agreement shall exist for an initial term of 5 years
commencing on the date of this Agreement. Subject to the
remaining provisions of this Agreement, this Agreement will
automatically renew upon each ensuing expiration for an
additional 5-year term. If either party desires not to
renew this Agreement, such party must provide the other
party with written notice of their intent not to renew at
least 180 days prior to the next expiration date.
2. Services.
During the term of employment hereunder, EMPLOYEE shall
use his best efforts in the performance of the duties of the
Position. EMPLOYER and EMPLOYEE agree that EMPLOYEE's
duties in the Position shall be determined by EMPLOYER and
may be altered by EMPLOYER from time to time at its sole
discretion. Notwithstanding the foregoing, EMPLOYEE's
duties, responsibilities and authority shall not be
materially reduced or altered from those duties he enjoys or
is performing in the Position at the time of execution of
this Agreement.
3. Promotion or Change in Position.
This Agreement contemplates the possibility that
EMPLOYEE will be promoted to another office or position. In
the event of such a promotion, the terms of this Agreement
shall continue to apply, and the new position into which
EMPLOYEE has been promoted shall be considered the
"Position" as used and contemplated in this Agreement.
EMPLOYEE shall not be transferred or otherwise assigned to
any position generally considered to involve less or fewer
duties, responsibilities or authority at EMPLOYER.
4. Compensation.
During the term of this Agreement:
(a) Salary. EMPLOYER shall pay to EMPLOYEE an annual
salary in the amount of ___________________________, less
taxes and other normal withholdings. Said salary shall be
paid to EMPLOYEE in equal bi-weekly installments. EMPLOYEE's
salary shall be reviewed and adjusted by the Compensation
Committee of the Board of Directors (the "Board") on at
least an annual basis, and EMPLOYEE's salary shall not be
reduced unless such a change is consistent with and the
result of reductions made regarding other executives as a
group.
(b) Bonus. EMPLOYEE shall be eligible for a bonus based
upon any existing bonus plan or a successor plan applicable
to executives of EMPLOYER.
(c) Executive Benefits. EMPLOYEE shall be entitled to
receive or participate in all employment benefits or benefit
plans currently made available to EMPLOYEE and/or generally
made available by EMPLOYER to its employees to the same
extent and under the same conditions as other covered
employees at the executive level. This includes, without
limitation, participation in any Supplemental Executive
Retirement Plan (a "SERP").
5. Termination.
EMPLOYEE acknowledges and agrees that this Agreement,
and his employment with EMPLOYER, shall be terminated upon
the occurrence of any of the following events:
(a) EMPLOYEE's death. Upon such an occurrence, EMPLOYER
shall be obligated to EMPLOYEE's legal representative only
with respect to salary earned by EMPLOYEE prior to
EMPLOYEE's death, subject to the terms of any benefit plan
which may apply.
(b) EMPLOYEE becoming or remaining Disabled. EMPLOYEE shall
be deemed to be "Disabled" if EMPLOYEE is deemed to be
permanently disabled within the meaning of any disability
insurance policy maintained by EMPLOYER for EMPLOYEE. Upon
such an occurrence, EMPLOYER shall be obligated to EMPLOYEE
only with respect to salary earned by EMPLOYEE prior to
EMPLOYEE's becoming Disabled, subject to the terms of any
benefit plan which may apply.
(c) Mutual written agreement between EMPLOYER and EMPLOYEE
to terminate.
(d) Immediately upon written notice by EMPLOYER given for
any reason or no reason, excluding a "for cause" termination
as described in subsection 4(e), below. In the event of a
termination pursuant to this subsection, EMPLOYEE shall be
entitled to receive salary continuation for the remaining
term of this Agreement or for 4 years, whichever is greater;
credit for years of service under any SERP or other
retirement or supplemental income plan for a number of years
equivalent to the remaining term of this Agreement or 4
years, whichever is greater; an amount equivalent to the
maximum achievable bonus relating to the Position or the
position assuming a substantial portion of the duties
previously performed by EMPLOYEE in the Position for the
remaining term of this Agreement or 4 years, whichever is
greater, on a pro-rated basis; and continuation of medical
benefits for the remaining term of this Agreement or 4
years, whichever is greater, whether pursuant to COBRA or
otherwise. In the event that any of the consideration set
forth above cannot be provided consistent with the terms of
a benefit plan, EMPLOYER shall provide EMPLOYEE with the
substantial equivalent, whether in kind or through payment
of a sum equivalent to the value of the promised
consideration. Further, with respect to salary continuation
as referenced in this subsection, EMPLOYEE shall have the
option to elect to receive a lump sum payment, reduced to
present value, provided such election is made within 60 days
of termination, and provided further that EMPLOYER shall
have an additional 60 days in which to make such payment.
(e) Immediately upon written notice of termination from
EMPLOYER for cause. A termination shall be considered to be
"for cause" if it occurs in conjunction with a determination
by the Board that EMPLOYEE has committed or engaged in
either (i) any act that constitutes, on the part of the
EMPLOYEE, fraud, dishonesty or gross dereliction of duty; or
(ii) conduct by EMPLOYEE in his office with EMPLOYER that is
inappropriate and demonstrably likely to lead to material
injury to EMPLOYER, as determined by the Board acting
reasonably and in good faith. PROVIDED, that in the case of
(ii),such conduct shall not constitute "cause" unless the
Board shall have delivered to EMPLOYEE written notice
setting forth with specificity (A) the conduct deemed to
qualify as "cause", (B) reasonable action that would remedy
such objection, and (C) a reasonable time (not less than 30
days) within which EMPLOYEE may take such remedial action,
and EMPLOYEE shall not have taken such specified remedial
action within the specified time. In the event of a
termination for cause, EMPLOYEE shall be entitled to receive
only the salary earned and unpaid for the period preceding
the giving of written notice of termination for cause.
(f) Immediately upon written notice from EMPLOYEE for good
reason. For purposes of this Agreement, a termination shall
be considered to be "for good reason" if it occurs
subsequent to any of the following: the assignment to
EMPLOYEE, without EMPLOYEE's prior written consent, of any
duties inconsistent with EMPLOYEE's Position, duties,
responsibilities or authority as provided for in this
Agreement or an adverse change in EMPLOYEE's titles or
offices; a reduction in EMPLOYEE's salary, as the same may
be increased from time to time unless such a change is
consistent with and the result of reductions made regarding
other executives as a group; a termination by EMPLOYER of
any retirement, benefit or welfare plan in which EMPLOYEE is
currently participating, without substituting plans
providing EMPLOYEE with substantially similar benefits, or
the taking of any action by EMPLOYER which would adversely
affect EMPLOYEE's participation in or materially reduce
EMPLOYEE's benefits under any of such plans or deprive
EMPLOYEE of any material fringe benefit enjoyed by EMPLOYEE;
a material reduction in EMPLOYEE's duties, responsibilities
or authority unless replaced with new duties,
responsibilities or authority of comparable value to
EMPLOYER within 30 days; a material breach of this Agreement
by EMPLOYER; or the occurrence of a Change in Control
provided a decision to terminate on this basis is made and
communicated in writing by EMPLOYEE during the period from
the Change in Control through the first anniversary of the
Change in Control. PROVIDED, that any termination by
EMPLOYEE pursuant to this subsection shall not constitute
termination "for good reason" unless EMPLOYEE shall first
have delivered to EMPLOYER written notice setting forth with
specificity the occurrence deemed to give rise to a right to
terminate for good reason, and there shall have passed a
reasonable time (not less than 60 days) within which
EMPLOYER may take action to correct, rescind or otherwise
substantially reverse the occurrence supporting termination
for good reason as identified by EMPLOYEE. For purposes of
this subsection, Change in Control shall have the meaning
set forth in the EMPLOYEE's current Executive's Change-in-
Control Agreement with EMPLOYER. In the event of a
termination for good reason pursuant to this subsection,
EMPLOYEE shall be entitled to all compensation and other
consideration provided for in relation to a termination
under subsection 5(d).
(g) Immediately upon the expiration of this
Agreement. In the event of expiration,
EMPLOYEE shall be entitled to all
compensation and other consideration provided
for in relation to a termination under
subsection 5(d); provided however that no
such payment for termination shall be due
EMPLOYEE if this Agreement had been renewed
two (2) times prior to termination.
6. Non-recruitment of Employees Covenant.
EMPLOYEE agrees that he will not, for so long as he is
employed by EMPLOYER, and for a period of two (2) years
immediately following the termination of his employment,
solicit or induce, or attempt to solicit or induce, any
employee of the EMPLOYER to terminate his or her
relationship with EMPLOYER or to enter into an employment or
agency relationship with EMPLOYEE or with any other person
or entity other than EMPLOYER.
7. Covenant Not to Compete.
EMPLOYEE covenants and agrees that during the term of
his employment with EMPLOYER and for a period of two (2)
years immediately following the termination of said
employment, he will not, directly or indirectly, obtain or
accept a "Competitive Position" with a "Competitor" of
EMPLOYER. For purposes of this Agreement, a "Competitor" of
EMPLOYER is any business, individual, partnership, joint
venture, association, firm, corporation or other entity
engaged, wholly or in part, in those businesses in which
EMPLOYER is currently engaged or may be engaged during the
employment of EMPLOYEE. A "Competitive Position" is any
employment with a "Competitor" of EMPLOYER in a position in
which EMPLOYEE will use or is likely to use any Confidential
Information or Trade Secrets (as those terms are defined in
Paragraph 6(a) of this Agreement), or in which EMPLOYEE has
duties for such "Competitor" of EMPLOYER that are the same
as or substantially similar to those actually performed by
EMPLOYEE for EMPLOYER. Nothing contained in this subsection
is intended to prevent EMPLOYEE from investing in stock or
other securities listed on a national securities exchange or
actively traded on the over the counter market of any
corporation; provided, however, that EMPLOYEE shall not hold
more than a total of five percent (5%) of all issued and
outstanding stock or other securities of any Competitor.
8. Waiver.
The parties agree that no failure or delay in
exercising, enforcing or asserting any right, power or
privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any
other or further exercise of any such right, power or
privilege.
9. Severability.
The restrictive covenants set forth in this Agreement
shall be considered and construed as separate and
independent covenants. Should any such covenant, or any
part thereof, be held invalid, void or unenforceable in any
court of competent jurisdiction, such invalidity, voidness
or unenforceability shall not render invalid, void or
unenforceable any other part, covenant or provision of this
Agreement.
10. Governing Law.
This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Georgia
without regard to the conflicts of laws or rules of any
other forum state in which an action may be pursued.
11. Assignment.
This Agreement may not be assigned by EMPLOYEE to any
other person or entity but may be assigned by EMPLOYER at
its discretion to any successor or transferee of EMPLOYER.
12. Titles.
The titles, headings and captions used in this
Agreement are for convenience of reference only and shall in
no way limit, define, expand, or otherwise affect the
meaning or construction of any provision of this Agreement.
13. Entire Agreement.
This Agreement is intended by the parties to be the
final expression of their agreement with respect to the
subject matter hereof and represents the complete and
exclusive statement of the terms of their agreement. There
have been no offers or inducements with regard to the making
of this Agreement except as set forth herein. This
Agreement may be modified only by a written instrument
signed by each of the parties hereto.
GOLD XXXX, INC.
By: _____________________________
___________________________ _
Print Name: Print
____________________ Name:____________________
Date: Date:
_________________________ _________________________
_____________________________ _____________________________
_ __
Witness Witness
Print Print
Name:____________________ Name:______________________
Date: Date:
_________________________ ____________________________
[14703]
