Employer and Manager, with Provision for Share of Profits to be Paid Partially in Stock of Company - To Continue from Year to Year unless earlier terminated.

Williston, Sections 90, 104, 140, 495, 503, 576, 670, 744, 850, 861, 871, 1013, 1015 to 1018, 1021-1023, 1025-1028, 1350, 1362, 1423, 1459, 1477, 1646, 1940, 1942, 1959, 1973, 1976.

Agreement made........between...............hereinafter called the Employer, and...............hereinafter called the Manager.

Whereas the Manager desires to enter the employ of the Employer, and

Whereas the Employer is willing to employ the Manager on the terms and conditions hereinafter set forth,

Now, therefore, in consideration of the premises, and of the mutual covenants hereinafter contained, it is agreed:

1. The Employer hereby employs the Manager for the period hereinafter set forth as one of its Managers, buyers and salesmen, and for such other and further work and duties as the Manager may be instructed to do and perform by the Employer.

2. The Manager agrees to accept said employment, and to devote his entire time and attention exclusively to the business of the Employer. It is agreed that the Employer shall have the right at any time to change or modify the work and duties to be done and performed by the Manager.

3. The period of employment under this agreement shall begin on........and shall, at the option of the Employer, end on........, provided, however, that unless the Employer gives notice to the Manager on or before.........of its intention to terminate this agreement on........, then and in such event, the period of employment shall continue from year to year, unless on or before........in any year subsequent to the year ending........, either party gives notice to the other of the intention to terminate this agreement; and upon the giving of such notice by either party to the other, this agreement shall terminate on........, in the year in which such notice is given.

4, All notices of the intention of either party to terminate this agreement shall be in writing and sent by registered mail addressed to the parties hereto, as follows:.........

5. The Employer agrees to pay the Manager as full compensation hereunder, a salary at the rate of $........per........, payable..............., and in addition thereto, the Employer shall pay to the Manager,.......(......___) per cent. of the net profits of the business carried on by the Employer as shown by the annual statement of the Employer, which statement shall be prepared by certified public accountants chosen by the Employer. The books and inventory of the Employer shall be conclusive on the Manager. If the net profits of the Employer, however, shall be more than $......,. in any one fiscal year, the share to which the Manager shall be entitled hereunder shall be calculated before Federal and State taxes have been deducted from the net profits. If said net profits, however, shall be less than $........in any one fiscal year, said share to which the Manager shall be entitled shall be calculated after Federal and State taxes have been deducted from the net profits. It is agreed, however, that in the event of any change or modification in the present Federal Income or Excess Profits Tax Laws, the Employer shall have the right at its option to calculate the share of the net profits to which the Manager shall be entitled either before or after the deduction of Federal and State Income and Excess Profits tax, regardless of the amount of the total net profits made by the Employer.

The amount of the net profits to which the Manager shall be entitled hereunder, shall be credited to him within........

days after the close of the fiscal year of the Employer, and the Manager agrees to purchase from the Employer such amount up to........(......___) per cent. of the then outstanding capital stock of the Employer as shall be represented by the difference between such share of the net profits to which the Manager shall be entitled, and such amount as the Manager shall be liable to pay for Federal and.........State Income taxes on the taxable incomes received by him in the preceding year. If the.......(......___) per cent. of the net profits to which the

Manager shall be entitled hereunder, less such amount as the Manager shall be liable to pay for Federal and State taxes as above set forth, shall amount to more than........(.....) per cent, of the then outstanding capital stock of the Employer, then and in such event, any excess shall be paid to the Manager in cash.

6. In event of the death of the Manager or upon his ceasing to be in the employ of the Employer for any reason whatever, or in the event of his total disability, the Employer shall have the right within...........days after the cessation of such employment, or his total disability, or in case of the Manager's death within........days after the qualifications of his legal representatives, to purchase any stock of the Employer held by the Manager at the book value thereof as shown by the last preceding annual statement of the Employer, plus.....(.....) per cent. interest from the date of such last preceding annual statement to the date of the purchase of the stock by the Employer. In the event of the Manager's ceasing to be employed by the Employer or of his total disability, notice of the Employer's intention to purchase said stock shall be sent by registered mail to the Manager, addressed to...............

and in the case of the Manager's death, notice shall be sent to the duly qualified representatives of the estate of the Manager within........days after the Employer shall have been furnished with the address of such legal representatives. All certificates of stock of the Employer issued to the Manager hereunder shall bear on their face the following:

"This certificate is subject as to transfer to a certain agreement made between........and........, dated........."

7. The Manager agrees that he will not engage in any business other than that of the Employer, or in any way directly or indirectly represent or be connected with any other person, firm or corporation during the period of his employment hereunder.