Sample Business Contracts


Employment Agreement - Perkin-Elmer Corp. and Dennis L. Winger

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • 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.
  • 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.
  • 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

                      EMPLOYMENT AGREEMENT


           AGREEMENT  entered  into as  of  September  25,  1997,
between  THE  PERKIN-ELMER CORPORATION, a  New  York  corporation
having  its  principal place of business at Norwalk,  Connecticut
(the  "Company") and Dennis L. Winger, residing  at  19  Prospect
Ridge,   Quail  Ridge  Unit  56,  Ridgefield,  CT    06877   (the
"Employee").

           WHEREAS, the Employee has rendered and/or will  render
valuable services to the Company and it is regarded essential  by
the  Company  that it have the benefit of Employee's services  in
future years; and

          WHEREAS, the Board of Directors of the Company believes
that  it is essential that, in the event of the possibility of  a
Change  in  Control  of  the  Company (as  defined  herein),  the
Employee be able to continue his attention and dedication to  his
duties  and  to assess and advise the Board of Directors  of  the
Company (the "Board") whether such proposals would be in the best
interest  of the Company and its shareholders without distraction
regarding any uncertainty concerning his future with the Company;
and

           WHEREAS, the Employee is willing to agree to  continue
to serve the Company in the future;

          NOW, THEREFORE, it is mutually agreed as follows:

          1.  Employment.  The Company agrees to employ Employee,
and the Employee agrees to serve as an employee of the Company or
one  or more of its subsidiaries after a Change of Control during


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the Period of Employment (as those terms are defined in Section 2
hereof) in such executive capacity as Employee served immediately
prior  to the Change in Control which caused the commencement  of
the  Period  of  Employment.  The Employee also agrees  to  serve
during the Period of Employment, if elected or appointed thereto,
as  a Director of the Board of Directors of the Company and as  a
member  of  any  committee of the Board of  Directors.   Notwith-
standing   anything  to  the  contrary  herein,  the  Period   of
Employment  shall  not  commence and the Employee  shall  not  be
entitled  to  any rights, benefits, or payments hereunder  unless
and until a Change in Control has occurred.

          2.  Definitions.

           (a)   Cause.  During the Period of Employment, "Cause"
means  termination upon (i) the willful and continued failure  by
the Employee to perform substantially his duties with the Company
(other  than  any  such  failure resulting  from  the  Employee's
incapacity due to physical or mental illness) after a demand  for
a  substantial  performance is delivered to the Employee  by  the
Chief Executive Officer of the Company ("CEO") which specifically
identifies the manner in which the CEO believes that the Employee
has  not  substantially performed his duties, or (ii) the willful
engaging  by the Employee in illegal conduct which is  materially
and  demonstrably injurious to the Company.  For purposes of this
Section  2(a),  no act, or failure to act, on  the  part  of  the
Employee shall be considered "willful" unless done, or omitted to
be  done,  by  the  Employee in bad faith and without  reasonable


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belief  that  the Employee's action or omission was  in,  or  not
opposed  to,  the  best interests of the Company.   Any  act,  or
failure  to  act,  based  upon  authority  given  pursuant  to  a
resolution duly adopted by the Board or based upon the advice  of
counsel  for  the Company shall be conclusively  presumed  to  be
done, or omitted to be done, by the Employee in good faith and in
the   best   interests  of  the  Company.   Notwithstanding   the
foregoing,  the  Employee  shall  not  be  deemed  to  have  been
terminated  for  Cause  unless and until there  shall  have  been
delivered to the Employee a copy of a resolution duly adopted  by
the  affirmative  vote  of not less than three  quarters  of  the
entire  membership of the Board at a meeting of the Board  called
and  held  for  that  purpose (after  reasonable  notice  to  the
Employee and an opportunity for him, together with counsel, to be
heard  before the Board), finding that in the good faith  opinion
of  the  Board the Employee was guilty of the conduct  set  forth
above  in  (i)  or (ii) of this Section 2(a) and  specifying  the
particulars thereof in detail.

          (b)  Cash Compensation.  "Cash Compensation" shall mean
the  sum  of (i) Employee's Base Salary (determined in accordance
with  the  provisions of Section 4(a) hereof) and (ii) Employee's
incentive compensation (provided for under Section 4(b)  hereof),
which shall be an amount equal to the greatest of (x) the average
of  the amount of Employee's incentive compensation for the  last
three  completed fiscal years immediately prior to the Employee's
termination  of  employment (whether or not such  years  occurred


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<PAGE>
during  the Period of Employment), (y) the target amount of  such
Employee's  incentive compensation for the fiscal year  in  which
his termination of employment occurs or (z) the Employee's target
amount for the fiscal year in which the Change in Control occurs.

           (c)  Change in Control.  "Change in Control" means the
occurrence  of  any  of the following: an  event  that  would  be
required  to  be  reported  (assuming such  event  has  not  been
"previously  reported") in response to Item 1(a) of  the  Current
Report on Form 8-K, as in effect on the date hereof, pursuant  to
Section  13  or  15(d) of the Securities Exchange  Act  of  1934;
provided,  however, that, without limitation, such  a  Change  in
Control shall be deemed to have occurred at such time as (i)  any
"person"  within the meaning of Section 14(d) of  the  Securities
Exchange Act of 1934 becomes the "beneficial owner" as defined in
Rule  13d-3 thereunder, directly or indirectly, of more than  25%
of  the  Company's Common Stock; (ii) during any two-year period,
individuals who constitute the Board of Directors of the  Company
(the  "Incumbent Board") as of the beginning of the period  cease
for  any  reason  to  constitute at  least  a  majority  thereof,
provided  that any person becoming a director during such  period
whose  election  or  nomination for  election  by  the  Company's
stockholders was approved by a vote of at least three quarters of
the Incumbent Board (either by a specific vote or by approval  of
the  proxy statement of the Company in which such person is named
as  a  nominee for director without objection to such nomination)
shall  be, for purposes of this clause (ii), considered as though


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such  person were a member of the Incumbent Board; or  (iii)  the
approval  by  the Company's stockholders of the sale  of  all  or
substantially all of the stock or assets of the Company.

          (d)  Disability.  "Disability" means the absence of the
Employee  from  his duties with the Company on a full-time  basis
for  one  hundred eighty (180) consecutive days as  a  result  of
incapacity due to physical or mental illness.

           (e)   Good  Reason.  During the Period of  Employment,
"Good Reason" means:

           (i)   an  adverse change in the status of the Employee
(other  than any such change primarily attributable to  the  fact
that  the Company may no longer be publicly owned) or position(s)
as  an  officer of the Company as in effect immediately prior  to
the  Change in Control or the assignment to the Employee  of  any
duties or responsibilities which, in his reasonable judgment, are
inconsistent with such status or position(s), or any  removal  of
the  Employee from or any failure to reappoint or reelect him  to
such  position(s) (except in connection with the  termination  of
the   Employee's  employment  for  Cause,  Disability,  or   upon
attaining age 65 or upon taking early retirement under any of the
Company's  retirement plans, or as a result of death  or  by  the
Employee other than for Good Reason);

           (ii)   a  reduction by the Company after a  Change  in
Control in the Employee's Base Salary;

           (iii)   a material reduction after a Change in Control
in  the  Employee's total annual compensation; provided, however,


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that  for these purposes a reduction for any year of over 10%  of
total  compensation  measured by the  preceding  year  without  a
substantially   similar  reduction  to   all   other   executives
participating in incentive compensation plans shall be considered
"material"; and the failure of the Company to adopt  or  renew  a
stock  option  plan  or to grant amounts of restricted  stock  or
stock  options,  which are consistent with  the  Company's  prior
practices,  to the Employee shall also be considered  a  material
reduction,   unless  the  Employee  participates  in   substitute
programs that provide substantially equivalent economic value  to
the Employee;

           (iv)  the failure by the Company to continue in effect
any  Benefit Plan (as hereinafter defined) in which Employee  was
participating  at the time of the Change in Control  (or  Benefit
Plans  providing  Employee  with at least  substantially  similar
benefits) other than as a result of the normal expiration of  any
such  Benefit Plan in accordance with its terms as in  effect  at
the  time of the Change in Control, or the taking of any  action,
or  the  failure  to  act, by the Company which  would  adversely
affect  Employee's continued participation in  any  such  Benefit
Plans  on  at least as favorable a basis to Employee as  was  the
case  immediately prior to the Change in Control or  which  would
materially reduce Employee's benefits in the future under any  of
such  Benefit  Plans or deprive Employee of any material  benefit
enjoyed by Employee immediately prior to the Change in Control;


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<PAGE>

           (v)   the  failure by the Company after  a  Change  in
Control  to provide and credit Employee with the number  of  paid
vacation  days to which Employee was then entitled in  accordance
with   the   Company's  normal  vacation  policy  as  in   effect
immediately prior to the Change in Control; or

           (vi)   the  Company's requiring the Employee  after  a
Change  in  Control to be based more than fifty  miles  from  the
Employee's principal place of business immediately prior  to  the
Change  in  Control except for required travel on  the  Company's
business  to an extent substantially consistent with the business
travel  obligations which he undertook on behalf of  the  Company
prior to the Change in Control.

          (f)  Period of Employment.  (i)  "Period of Employment"
means,  subject to the provisions of Section 2(f)(ii), the period
of  thirty-six (36) months commencing on the date of a Change  in
Control (as defined in Section 2(c) hereof) and the period of any
extension or extensions thereof in accordance with the  terms  of
this  Section.   The  Period  of  Employment  shall  be  extended
automatically  by one week for each week in which the  Employee's
employment continues after the date of a Change in Control.

          (ii)  Notwithstanding the provisions of Section 2(f)(i)
hereof,  the  Period  of  Employment  shall  terminate  upon  the
occurrence  of  the earliest of (A) the Employee's attainment  of
age  65, or the election by the Employee to retire early from the
Company under any of its retirement plans, (B) the death  of  the
Employee, (C) the Disability of the Employee or (D) a termination


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<PAGE>
of  Employee's  employment by the Company for  Cause  or  by  the
Employee without Good Reason.

           (g)   Termination Date.  "Termination Date" means  the
date on which the Period of Employment terminates.

           3.   Duties  During  the Period of Employment.   While
employed  by  the  Company during the Period of  Employment,  the
Employee shall devote his full business time, attention, and best
efforts  to  the  affairs of the Company  and  its  subsidiaries;
provided,  however,  that  the  Employee  may  engage  in   other
activities, such as activities involving charitable, educational,
religious,   and   similar   types  of  organizations,   speaking
engagements,  membership  on  the board  of  directors  of  other
organizations, and similar types of activities to the extent that
such  other  activities do not prohibit the  performance  of  his
duties  under  this  Agreement, or inhibit  or  conflict  in  any
material   way  with  the  business  of  the  Company   and   its
subsidiaries.

          4.  Current Cash Compensation.

          (a)  Base Salary.  The Company will pay to the Employee
while employed by the Company during the Period of Employment  an
annual base salary ("Base Salary") in an amount determined by the
Board  of  Directors  or its Compensation Committee  which  shall
never  be less than the greater of (i) the Employee's Base Salary
prior to the commencement of the Period of Employment or (ii) his
Base   Salary  during  the  preceding  year  of  the  Period   of
Employment;  provided,  however, that it is  agreed  between  the


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parties  that  the Company shall review annually  the  Employee's
Base  Salary, and in light of such review may, in the  discretion
of the Board of Directors or its Compensation Committee, increase
such  Base  Salary  taking into account the Employee's  responsi-
bilities,  inflation in the cost of living, increase in  salaries
of executives of other corporations, performance by the Employee,
and  other pertinent factors.  The Base Salary shall be  paid  in
substantially  equal  biweekly  installments  while  Employee  is
employed by the Company.

           (b)   Incentive Compensation.  While employed  by  the
Company  during  the  Period of Employment,  the  Employee  shall
continue  to  participate  in  such of  the  Company's  incentive
compensation programs for executives as the Employee participated
in  prior  to the commencement of the Period of Employment.   Any
amount awarded to the Employee under such programs shall be  paid
to Employee in accordance with the terms thereof.

          5.  Employee Benefits.

           (a)   Vacation and Sick Leave.  The Employee shall  be
entitled  during  the  Period  of Employment  to  a  paid  annual
vacation  of not less than twenty (20) business days during  each
calendar  year  while employed by the Company and  to  reasonable
sick leave.

          (b)  Regular Reimbursed Business Expenses.  The Company
shall  reimburse the Employee for all expenses and  disbursements
reasonably  incurred by the Employee in the  performance  of  his
duties during the Period of Employment.


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<PAGE>

           (c)   Employment Benefit Plans or Arrangements.  While
employed   by   the  Company,  Employee  shall  be  entitled   to
participate   in  all  employee  benefit  plans,   programs,   or
arrangements ("Benefit Plans") of the Company, in accordance with
the  terms thereof, as in effect from time to time, which provide
benefits  to  senior executives of the Company.  For purposes  of
this  Agreement, Benefit Plans shall include, without limitation,
any  compensation  plan  such  as an incentive,  deferred,  stock
option  or  restricted stock plan, or any employee  benefit  plan
such  as  a  thrift,  pension, profit sharing,  pre-tax  savings,
medical, dental, disability, salary continuation, accident,  life
insurance  plan,  or a relocation plan or policy,  or  any  other
plan,  program,  or  policy of the Company  intended  to  benefit
employees.

          6.  Termination of Employment.

            (a)    Termination  by  the  Company  for  Cause   or
Termination  by  the  Employee Other Than for  Good  Reason.   If
during  the  Period  of  Employment the  Company  terminates  the
employment  of  the  Employee  for  Cause  or  if  the   Employee
terminates his employment other than for Good Reason the  Company
shall pay the Employee (i) the Employee's Base Salary through the
end  of the month in which the Termination Date occurs, (ii)  any
incentive  compensation payable to him pursuant to  Section  4(b)
hereof,  including a pro rata share for any partial  year,  (iii)
any  accrued  vacation  pay, and (iv)  benefits  payable  to  him
pursuant   to   the  Company's  Benefit  Plans  as  provided   in


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<PAGE>
Section  5(c)  hereof through the end of the month in  which  the
Termination Date occurs.  The amounts and benefits set  forth  in
clauses (i), (ii), (iii) and (iv) of the preceding sentence shall
hereinafter be referred to as "Accrued Benefits."

          (b)  Termination by the Company Without Cause or by the
Employee for Good Reason.  If during the Period of Employment the
Company  terminates the Employee's employment  with  the  Company
without Cause or the Employee terminates his employment with  the
Company  for  Good Reason, the Company will pay to  Employee  all
Accrued Benefits and, in addition, pay or provide to the Employee
the following:

                     (i)   within thirty (30) days after the date
               of termination, a lump sum equal to the greater of
               (A)  the  Employee's  Cash  Compensation  for  the
               remainder of the Period of Employment or  (B)  two
               times the Employee's Cash Compensation;

                     (ii)  for  the greater of two  years  or  the
               remainder  of the Period of Employment  immediately
               following  the Employee's date of termination,  the
               Employee  and Employee's family shall  continue  to
               participate in any Benefit Plans of the Company (as
               defined  in Section 5(c) hereof) in which  Employee
               or  Employee's  family  participated  at  any  time
               during  the  one-year  period  ending  on  the  day
               immediately  preceding  Employee's  termination  of
               employment,   provided  that  (a)  such   continued
               participation is


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<PAGE>

               possible under the terms  of  such
               Benefit  Plans, and (b) the Employee  continues  to
               pay  contributions  for such participation  at  the
               rates  paid  for  similar participation  by  active
               Company employees in similar positions to that held
               by  the  Employee immediately prior to the date  of
               termination.   If  such continued participation  is
               not  possible,  the Company shall provide,  at  its
               sole  cost  and  expense,  substantially  identical
               benefits  to  the Employee plus pay  an  additional
               amount  to  the  Employee equal to  the  Employee's
               liability for federal, state and local income taxes
               on  any amounts includible in the Employee's income
               by  virtue of the terms of this Section 6(b)(ii) so
               that  Employee does not have to personally pay  any
               federal, state and local income taxes by virtue  of
               the terms of this Section 6(b)(ii);

                     (iii)      three additional years of service
               credit  under  the  Company's Non-Qualified  Plans
               and,  for purposes of such plans, Employee's final
               average  pay  shall  be  deemed  to  be  his  Cash
               Compensation  for the year in which  the  date  of
               termination occurs;

                     (iv)  the  Company shall take all reasonable
               actions  to  cause  any Company  restricted  stock
               ("Restricted Stock") granted to Employee to become
               fully  vested and any options to purchase  Company
               stock


                          Page 12
<PAGE>


               ("Options")   granted   to  Employee   to   become
               fully  exercisable, and in the event  the  Company
               cannot  effect such vesting or acceleration within
               sixty  (60)  days,  the Company shall  pay  within
               thirty  (30) days thereafter to Employee (i)  with
               respect  to  each Option, an amount equal  to  the
               product  of  (x)  the  number of  unvested  shares
               subject  to  such Option, multiplied  by  (y)  the
               excess  of  the fair market value of  a  share  of
               Company  common  stock on the date  of  Employee's
               termination  of  employment, over  the  per  share
               exercise  price  of  such  Option  and  (ii)  with
               respect to each unvested share of Restricted Stock
               an  amount  equal to the fair market  value  of  a
               share  of  Company common stock  on  the  date  of
               Employee's termination of employment.

Except as provided in the following sentence, the amounts payable
to the Employee under this Section 6(b) shall be absolutely owing
and  shall not be subject to reduction or mitigation as a  result
of  employment  of  the  Employee elsewhere  after  the  date  of
termination.   Notwithstanding  any  provision  herein   to   the
contrary,  the benefits described in clauses (i), (ii) and  (iii)
of  this Section 6(b) shall only be payable with respect  to  the
period  ending  upon the earlier of (i) the  end  of  the  period
specified  in  each such clause or (ii) Employee's attainment  of
age 65.


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<PAGE>

           7.   Gross-Up.  In the event any amounts  due  to  the
Employee  under  this Agreement after a Change in Control,  under
the  terms  of  any  Benefit Plan, or otherwise  payable  by  the
Company  or  an  affiliate of the Company are subject  to  excise
taxes under Section 4999 of the Internal Revenue Code of 1986, as
amended  ("Excise Taxes"), the Company shall pay to the Employee,
in  addition to any other payments due under other provisions  of
this  Agreement,  an amount equal to the amount  of  such  Excise
Taxes  plus the amount of any federal, state and local income  or
other  taxes  and  Excise  Taxes  attributable  to  all  amounts,
including  income taxes, payable under this Section  7,  so  that
after  payment of all income, Excise and other taxes with respect
to  the  amounts  due to the Employee under this  Agreement,  the
Employee  will retain the same net after tax amount with  respect
to such payments as if no Excise Taxes had been imposed.

           8.  Governing Law.  This Agreement is governed by, and
is  to be construed and enforced in accordance with, the laws  of
the State of Connecticut.  If under such laws any portion of this
Agreement  is  at  any  time deemed to be in  conflict  with  any
applicable statute, rule, regulation, or ordinance, such  portion
shall be deemed to be modified or altered to conform thereto  or,
if  that is not possible, to be omitted from this Agreement,  and
the  invalidity of any such portion shall not affect  the  force,
effect, and validity of the remaining portion hereof.

          9.  Notices.  All notices under this Agreement shall be
in writing and shall be deemed effective when delivered in person


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<PAGE>
(in  the  Company's case, to its Secretary) or  seventy-two  (72)
hours  after  deposit thereof in the U.S. mail, postage  prepaid,
for delivery as registered or certified mail -- addressed, in the
case  of  the Employee, to the Employee at Employee's residential
address,  and  in  the  case  of the Company,  to  its  corporate
headquarters,  attention  of  the Secretary,  or  to  such  other
address  as the Employee or the Company may designate in  writing
at  any time or from time to time to the other party.  In lieu of
personal  notice or notice by deposit in the U.S. mail,  a  party
may give notice by telegram, fax or telex.

          10.  Miscellaneous.  This Agreement may be amended only
by  a  subsequent  written  agreement of  the  Employee  and  the
Company. This Agreement shall be binding upon and shall inure  to
the  benefit  of  the Employee, the Employee's heirs,  executors,
administrators, beneficiaries, and assigns and to the benefit  of
the Company and its successors.  Notwithstanding anything in this
Agreement  to  the  contrary, nothing  herein  shall  prevent  or
interfere  with  the  ability of the  Company  to  terminate  the
employment  of the Employee prior to a Change in Control  nor  be
construed to entitle Employee to be continued in employment prior
to  a  Change  in Control and this Agreement shall  terminate  if
Employee or the Company terminates Employee's employment prior to
a Change in Control.  Similarly, nothing herein shall prevent the
Employee  from  retiring  under any of the  Company's  retirement
plans   and   receiving  the  corresponding  benefits  thereunder
consistent with the treatment of other Company employees.


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<PAGE>

           11.   Fees  and Expenses.  The Company shall  pay  all
reasonable  legal  fees  and related  expenses  incurred  by  the
Employee in connection with this Agreement following a Change  in
Control  of the Company, including without limitation,  all  such
fees and expenses, if any, incurred in connection with:
(i)  contesting  or disputing, any termination of the  Employee's
employment hereunder; or (ii) the Employee seeking to  obtain  or
enforce any right or benefit provided by the Agreement.

           12.   Arbitration.  Any dispute or controversy arising
under  or  in  connection with this Agreement  shall  be  settled
exclusively by arbitration in Connecticut by three arbitrators in
accordance with the rules of the American Arbitration Association
then  in  effect.   Judgment may be entered on  the  arbitrator's
award  in any court having jurisdiction; provided, however,  that
the  Employee  shall be entitled to be paid  as  if  his  or  her
employment  continued  during the  pendency  of  any  dispute  or
controversy  arising under or in connection with this  Agreement.
The  Company  shall  bear  all  costs  and  expenses  arising  in
connection with any arbitration pursuant to this Section 12.


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<PAGE>

           IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement as of the year and day first above written.



                                   THE PERKIN-ELMER CORPORATION



                                   By:   /s/ Tony L. White
                                        Tony L. White
                                        Chairman, President and
                                        Chief Executive Officer
ATTEST:

By:   /s/ W.B. Sawch
     William B. Sawch
     Vice President
     General Counsel & Secretary



                                   ACCEPTED AND AGREED:


                                   /s/ Dennis L. Winger
                                   Dennis L. Winger



                          Page 17


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