Sample Business Contracts


Employment Agreement - Affiliated Publications Inc., Globe Newspaper Co. and William O. Taylor

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   dated  May   19,   1993  between   AFFILIATED
  PUBLICATIONS,  INC.,  a Massachusetts  corporation  located at
  135 Morrissey Boulevard,  Boston, MA   02107 (the  "Company"),
  GLOBE NEWSPAPER  COMPANY, a Massachusetts  corporation located
  at the same  address (the "Globe"), and WILLIAM  O. TAYLOR, an
  individual   residing   at   339   North   Street,   Medfield,
  Massachusetts 02052 (the "Employee").

	   1.   Employment.    The  Company  agrees  to  employ  the
			----------
  Employee  as  Chairman  and  President  of   the  Company  and
  Chairman, Chief Executive Officer and Publisher  of the Globe,
  rendering the  services and  performing the duties  prescribed
  by the  Company's Board  of Directors.   The Employee  agrees,
  while  employed hereunder,  to perform  his duties  faithfully
  and  to the  best  of  his ability.    The Employee  shall  be
  employed at  the Company's  offices in  Boston, Massachusetts,
  and  his  principal duties  shall  be  performed primarily  in
  Boston,  Massachusetts, except  for business  trips reasonable
  in  number  and duration.    If there  should  be a  Change in
  Control of the Company (as defined  in Section 5.2), the Globe
  shall  be substituted  for  the Company  as  employer and  the
  Globe's  Board  of  Directors  shall be  substituted  for  the
  Company's  Board  of Directors  as  the  body prescribing  the
  Employee's duties.

	   2.   Term.    The  employment of  the  Employee hereunder
			----
  shall begin on the date hereof  and shall continue through the
  earlier of  (a) December 31, 1998  or (b) the occurrence  of a
  Termination Date, as defined in Section 5 (the "Term").

	   3.   Compensation.
			------------

			3.1. As  compensation  for the  Employee's  services
	   during  the Term, the  Company shall pay  the Employee an
	   annual base  salary at  the  rate of  $382,000 per  year,
	   payable weekly.   Prior  to the end  of each  year during
	   the Term, the  Company shall undertake  an evaluation  of
	   the services of the  Employee during the year  then ended
	   in accordance with the Company's  Compensation Program at
	   the  date  hereof (the  "Program").    The Company  shall
	   consider   the   performance   of   the   Employee,   his
	   contribution to the success  of the Company and  entities
	   under  common  control with  the  Company  (collectively,





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							   -2-



	   "Affiliates"), and other factors and shall  fix an annual
	   base  salary  to  be  paid to  the  Employee  during  the
	   ensuing year.

			3.2. Notwithstanding the foregoing,  the Company may
	   change  the  Program from  time  to time  or  institute a
	   successor to the Program, but the  Employee's annual base
	   salary shall  in no  event be less  than his  annual base
	   salary  in  effect  on   the  date  of  change   adjusted
	   regularly to reflect increases in the cost of living.

			3.3. If  the  Employee is  prevented  by disability,
	   for a period of  six consecutive months, from  continuing
	   fully to perform his obligations  hereunder, the Employee
	   shall perform his obligations hereunder to  the extent he
	   is  able  and the  Company  may  reduce his  annual  base
	   salary to reflect the extent of  the disability; provided
	   that in  no event may such  rate, when added  to payments
	   received  by  him  under   any  disability  or  qualified
	   retirement or  pension plan  to which  the Company  or an
	   Affiliate contributes or  has contributed,  be less  than
	   one-half of the annual base salary  in effect at the time
	   that such  disability commenced.   If there  should be  a
	   dispute  about  the   Employee's  disability,  disability
	   shall  be determined  by the  Board of  Directors of  the
	   Company  based upon a  report from a  physician who shall
	   have  examined  the Employee.    If  the Employee  claims
	   disability, the Employee agrees  to submit to a  physical
	   examination  at  any  reasonable  time  or   times  by  a
	   qualified  physician  designated by  the  Chief Executive
	   Officer and reasonably acceptable to the Employee.

	   4.   Employee Benefits.   The Employee shall  be entitled
			-----------------
  to participate in  all "employee pension  benefit plans,"  all
  "employee  welfare  benefit plans"  (each  as  defined in  the
  Employee Retirement  Income Security Act of 1974)  and all pay
  practices  and other  compensation arrangements  maintained by
  the  Company, on  a  basis at  least  as  advantageous to  the
  Employee  as  the  basis  on which  other  similarly  situated
  executive   employees  of   the   Company   are  eligible   to
  participate and,  except  as provided  in  Section 4.2,  on  a
  basis at  least as advantageous to  the Employee as  the basis
  on which he participates therein on  the date hereof.  Without
  limiting the generality of  the foregoing, the Employee  shall
  be entitled to the  following employee benefits (collectively,
  with  the  benefits  contemplated  by  this   Section  4,  the
  "Benefits"):

			4.1. The Employee  shall continue to  participate in
	   the  Supplemental  Executive Retirement  Plan  under  the
	   formula in effect on the date hereof; provided that the
	   Company  may  from  time  to  time  change  the  Plan  or
	   institute  a  successor  to  the  Plan,  so long  as  the





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							   -3-



	   Employee continues to be entitled to  receive benefits in
	   amounts at least equal to those  specified in the Plan as
	   in effect on the date hereof.

			4.2. The  Employee  and  the  Employee's  dependents
	   shall be  covered  by  medical  insurance  comparable  in
	   scope to the  coverage afforded on the  date hereof, with
	   only such contribution  by the Employee  toward the  cost
	   of such  insurance as may be  required from time  to time
	   from other employees  at his level in the Program.   If a
	   Change in Control  of the Company, as  defined in Section
	   5.2.2, shall have  occurred, the Company  may not  change
	   the  carriers  providing  medical  insurance  immediately
	   before the change  without the consent  of the  Employee,
	   which consent will not unreasonably be withheld.

			4.3. The  Employee  shall  be covered  by  the  cash
	   bonus plan currently maintained by the  Company and shall
	   be afforded the opportunity  thereunder to receive awards
	   of percentages of  annual base salary  specified for  his
	   level in the Program, to be  awarded upon the achievement
	   of   reasonable  performance  goals;  provided  that  the
	   Company may  from  time to  time  change the  Program  or
	   institute  a successor  to the  Program, so  long  as the
	   Employee continues to be  eligible to receive cash  bonus
	   awards of percentages  of annual base  salary in  amounts
	   at least  equal to those specified  for his level  in the
	   Program as in effect on the date hereof.

			4.4. The  Employee  shall  be  eligible   each  year
	   during  the  term  of  this Agreement  to  receive  stock
	   options  under  a stock  option  plan  maintained by  the
	   Company for such  numbers of shares  and upon such  terms
	   and   conditions   as   determined   by   the   Company's
	   Compensation Committee.  If the  Company no longer has  a
	   class of  stock publicly-traded by reason of  a Change in
	   Control of  the Company, as defined in Section 5.2.2, the
	   Company's  obligation  under  this Section  4.4  will  be
	   satisfied  through options  granted  by the  issuer  with
	   public stock then in control of the Company.

			4.5. The Company agrees  that if  the Employee  dies
	   during the term  of this Agreement,  the Employee's  then
	   spouse for the duration of her  life shall be entitled to
	   monthly payments equal to  2.5% of the Employee's  annual
	   base salary in  effect at the time of  his death ("Salary
	   at Death").  If the  Employee is survived by one  or more
	   children less than 23  years of age, 1.25%  of the Salary
	   at Death  shall be paid to  or for each such  child until
	   that  child reaches 23  years of age,  provided that each
	   payment  to  or  for  children  shall be  proportionately
	   reduced so  that the  aggregate of  the payments  for any
	   month to the  spouse and to or for the children shall not





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							   -4-



	   exceed 4.167%  of the  Salary at  Death.   The  aggregate
	   payments  shall be proportionately  reduced by the Family
	   Death  Benefits  and/or  the   Normal  Form  for  Married
	   Participant benefit  received by the  spouse and children
	   or other beneficiaries under  any qualified retirement or
	   pension  plan  to  which  the Company  or  any  Affiliate
	   contributes or has  contributed (for example, the  Family
	   Death  Benefit provided  by subsection  6.1 of  the Globe
	   Newspaper Company  Retirement  Plan and  the Normal  Form
	   for  Married Participant  Benefit provided  by subsection
	   4.3 of  that Plan),  but in addition  to any  other death
	   benefits  to  which the  spouse,  the  children or  other
	   beneficiaries  may be entitled under any other retirement
	   plan  or  agreement  maintained  by the  Company  or  any
	   Affiliate.  Payment to  or for a child  shall be made  to
	   the  child or  to a  custodian  for the  child under  the
	   Uniform Transfers to Minors  Act (or similar legislation)
	   or  to a  trust for  the  benefit of  the child,  whether
	   alone or with  his or her siblings, as  designated by the
	   Employee or, in the absence of  effective designation, as
	   determined by the Company in its discretion.

			4.6. The Employee  shall  be entitled  to receive  a
	   resignation bonus under  the Company's Resignation  Bonus
	   Plan  as  in   effect  on  the  date   hereof,  based  on
	   compensation and service to the date of termination.

			4.7. The Company  shall reimburse the  Employee from
	   time to time for the  reasonable expenses incurred by the
	   Employee  in  connection  with  the  performance  of  his
	   obligations hereunder.

			4.8. The  Employee  shall   be  entitled  to   legal
	   holidays and to annual  paid vacation in accordance  with
	   the  Company's holiday  and vacation  policy on  the date
	   hereof.

			4.9.  The Company  shall reimburse the Employee  for
	   financial  counseling  services received,  up  to $10,000
	   per year,  and shall gross  up the reimbursement  so that
	   it  will not  increase the  federal  or state  income tax
	   payable by the Employee.

			4.10.   The  Employee  shall   be  entitled   to  an
	   automobile,  including  maintenance and  expenses,  under
	   the practice in effect on the date hereof.

  Notwithstanding the foregoing,  the Company may  from time  to
  time change  or substitute a plan  or program under  which one
  or  more  of  the  Benefits  are  provided  to  the  Employee,
  provided that the  Company first obtains  the written  consent
  of the Employee,  which the Employee  agrees not  unreasonably
  to withhold, taking into account his personal situation.





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							   -5-



	   5.   Termination Date; Consequences  for Compensation and
			----------------------------------------------------
  Benefits
  --------

			5.1. Definition of  Termination Date.   The first to
				 -------------------------------
	   occur of the  following events shall  be the  Termination
	   Date:

				 5.1.1.    The  date   on  which   the  Employee
			becomes entitled to  receive long-term or  shortterm
			disability   payments  by   reason   of  total   and
			permanent disability;

				 5.1.2.    The Employee's death;

				 5.1.3.    Voluntary  resignation  after one  of
			the  following  events  shall  have  occurred, which
			event  shall  be specified  to  the  Company by  the
			Employee  at  the  time  of  resignation:   material
			reduction  in the  responsibility, authority,  power
			or duty of the Employee or  a material breach by the
			Company of any  provision of  this Agreement,  which
			breach  continues for  30 days  following  notice by
			the  Employee  to  the  Company  setting  forth  the
			nature of the breach ("Resignation with Reason");

				 5.1.4.    Voluntary       resignation       not
			accompanied by  a  notice  of  reason  described  in
			Section 5.1.3 ("General Resignation");

				 5.1.5.    Discharge  of  the  Employee  by  the
			Company  after one  of  the  following events  shall
			have  occurred, which  event  shall be  specified to
			the  Employee  by  the   Company  at  the  time   of
			discharge:    of  a  material act  by  the  Employee
			against  the  Company   involving  moral  turpitude,
			material willful  misconduct in the discharge of his
			duties, conviction of the  Employee or the entry  of
			a plea of guilty or  nolo contendere by the Employee
			to  any  crime  involving  moral  turpitude,  or any
			material  breach of  any term  of this  Agreement by
			the  Employee  which is  not  cured  within 30  days
			after written notice from the Board  of Directors of
			the  Company  to  the  Employee  setting  forth  the
			nature of the breach ("Discharge for Cause");

				 5.1.6.    Discharge  of  the  Employee  by  the
			Company  not  accompanied  by   a  notice  of  cause
			described in Section 5.1.5 ("General Discharge").

			5.2. Consequences  for  Compensation  and  Benefits.
				 ----------------------------------------------
	   Following  a  Termination  Date  or  expiration  of  this
	   Agreement  and through  December  31,  2003, the  Company
	   will  furnish  to  the  Employee,  at  no   cost  to  the





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							   -6-



	   Employee, full  office facilities with at least half-time
	   secretarial  services  at  a  location  selected  by  the
	   Employee off the  site of the  Company's operations.   If
	   the  Termination Date  occurs  by reason  of  disability,
	   death,  General  Resignation,  Discharge  for  Cause  or,
	   before a Change  in Control of  the Company,  Resignation
	   with Reason, the  Company shall pay  compensation to  the
	   Employee through the  Termination Date and  shall pay  to
	   the   Employee   all   Benefits   accrued   through   the
	   Termination   Date,  payable   in  accordance   with  the
	   respective   terms   of   the    plans,   practices   and
	   arrangements under which the  Benefits were accrued.   If
	   the  Termination  Date   occurs  by  reason   of  General
	   Discharge or, after  a Change in Control of  the Company,
	   Resignation with Reason,  (a) all stock  options held  by
	   the  Employee shall  become  immediately exercisable  and
	   shall   remain  exercisable   for  30   days  after   the
	   Termination  Date, (b)  the  Company shall  continue  the
	   health  coverage  contemplated  by  Section  4.2  through
	   December 31, 1998,  (c) the Company shall  engage for the
	   Executive,   at  the   Company's  expense,   outplacement
	   services appropriate  to the Executive's position, for up
	   to  twelve months after the Termination Date, and (d) the
	   Employee  shall be  entitled to  receive, within  60 days
	   after  the  Termination Date,  the  amount  set forth  in
	   Section  5.2.1  or, if  Section 5.2.2  is  applicable and
	   yields an  amount equal  to more than  90% of  the amount
	   set  forth  in Section  5.2.1  net  after all  applicable
	   taxes, the amount set forth in Section 5.2.2.

				 5.2.1.    The  present value,  calculated using
			the Pension  Benefit Guaranty  Corporation immediate
			discount  rate  for  valuing  benefits  upon  plan
			termination,  of   (a)   the   sum   of   (i)   125%
			of  the  Employee's   annual  base  salary  at   the
			Termination Date and (ii)  the target bonus for  the
			year  in  which  the  Termination  Date occurs,  (b)
			multiplied  by  the  number  of  weeks  between  the
			Termination  Date  and  December  31,  1998  and (c)
			divided by 52.

				 5.2.2.    If  a  Change   in  Control  of   the
			Company shall  have occurred before  the Termination
			Date,  one  dollar less  than  the  amount which  is
			three   times  the   Employee's  "base   amount"  of
			compensation  and benefits,  as  defined in  Section
			280G of the Internal Revenue Code of 1986.

	   A Change in  Control of the Company shall  occur upon the
	   first to  occur of  the date  when (a)  persons who  were
	   Directors of  the  Company  on May  19,  1993  no  longer
	   constitute a  majority of the  Board of Directors  of the
	   Company  or  (b)  a  person other  than  the  trustees of





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							   -7-



	   either or both of the (i)  Taylor Voting Trust created by
	   an agreement dated October 1, 1954,  as from time to time
	   amended,  or  (ii) the  trust created  under the  will of
	   Eben  D. Jordan or any voting  trust created to supersede
	   or succeed  such testamentary trust,  "beneficially owns"
	   (as   defined  in   Rule  13d-3  promulgated   under  the
	   Securities Exchange Act of 1934)  in the aggregate 50% or
	   more of the outstanding shares of  capital stock entitled
	   to  vote generally  in the election  of the  Directors of
	   the  Company.   If  the payments  made  pursuant to  this
	   Section  5.2 give  rise to  an excise  tax under  Section
	   4999 of the  Internal Revenue Code  of 1986, the  Company
	   shall  also  pay  to  the  Employee  or  directly to  the
	   Internal Revenue Service  in a timely  fashion an  amount
	   sufficient, after federal and state income  taxes, to pay
	   the  excise  tax  so  payable and  all  directly  related
	   interest  and penalties  (whether  reported initially  or
	   subsequently  assessed).    In  the event  of  a  dispute
	   between the  Company and the Employee with respect to the
	   amount  contemplated  by  the   preceding  sentence,  the
	   matter shall be determined (at the  Company's expense) by
	   an  independent  nationally-recognized  accounting   firm
	   reasonably   acceptable   to  both   parties;   provided,
	   however,  that  the  Employee shall  cooperate  with  the
	   Company  in his  tax reporting  position and  any defense
	   thereof  (which the  Company shall  control) in  order to
	   minimize the amount  of such payments  to the extent  the
	   Company has a reasonable legal basis therefor.

			5.3. Liquidated   Damages;  No   Duty  to   Mitigate
				 -----------------------------------------------
	   Damages.   The  amounts payable  pursuant to  Section 5.2
	   -------
	   shall  be   deemed  liquidated  damages   for  the  early
	   termination of this  Agreement and shall  be paid to  the
	   Employee  regardless  of  any  income  the  Employee  may
	   receive from any other  employer, and the Employee  shall
	   have no  duty of  any kind  to seek  employment from  any
	   other employer during the balance of the Term.

	   6.   Indemnification.   The  Company shall  indemnify the
			---------------
  Employee  against  all  loss,   cost,  liability  and  expense
  arising  from the  Employee's service  to  the Company  or any
  Affiliate, whether as  officer, director, employee,  fiduciary
  of  any employee  benefit  plan or  otherwise,  upon terms  at
  least as  favorable to the Employee  as those provided  by the
  Articles  of Organization  and By-laws of  the Company  on the
  date hereof.

	   7.   Agreement Not  to  Compete.    The  Employee  agrees
			--------------------------
  that, while  serving as  an Employee of  the Company,  he will
  not serve  as an employee or  director of any  business entity
  other than the Company and its Affiliates, but may serve  as a
  director    of   a   reasonable   number   of   not-for-profit
  corporations  and may devote  a reasonable  amount of  time to





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							   -8-



  charitable and community  service.  For  the period  beginning
  on  the Termination  Date  and continuing  for  the number  of
  weeks  or  years  specified  below  opposite  the  termination
  benefit  payable  to  the  Employee, the  Employee  shall  not
  engage, directly or indirectly,  in the newspaper business  in
  the  Boston  Consolidated  Metropolitan  Statistical  Area  as
  defined on December 31, 1992:

	   Termination Benefit                     Period
	   ----------- -------                     ------

	   Amount set forth in           Longer of (a) number of
	   Section 5.2.1                 weeks between Termination
									 Date and December 31, 1988
									 or (b) one year


	   Amount set forth in           3 years
	   in Section 5.2.2

	   Neither the amount set        1 year
	   forth in Section 5.2.1
	   nor the amount set forth
	   in Section 5.2.2

  The Employee may hold stock  or a limited partnership interest
  of 5%  or less in any  publicly-traded entity engaged  in such
  newspaper business without violating this Agreement.

	   8.   Agreement Not to  Solicit.  For  one year  following
			-------------------------
  any Termination Date, regardless  of the reason, the  Employee
  shall not solicit any employee of  the Company or an Affiliate
  to  leave  such employment  and  to  provide  services to  the
  Employee  or  any business  entity  by which  the  Employee is
  employed or  in which  the Employee  has a  material financial
  interest.   Soliciting a  former employee  of the  Company and
  its  Affiliates  to  provide  such  services  shall  not  be a
  violation of this Agreement.

	   9.   Confidential  Information.     Unless  the  Employee
			-------------------------
  shall first secure consent of the Company, the  Employee shall
  not disclose  or use,  either during  or after  the Term,  any
  secret  or  confidential information  of  the  Company or  any
  Affiliate, whether or  not developed by  the Employee,  except
  as required by his duties to the Company or the Affiliate.

	   10.  Arbitration.   In  the event  that any  party hereto
			-----------
  has any claim hereunder, the  party shall promptly notify each
  other party of such claim.   If within 30 days of  the receipt
  of  such  notice of  claim,  the  parties  cannot agree  on  a
  resolution of  such claim,  the parties agree  to submit  such
  dispute  to  binding  arbitration   to  be  held  in   Boston,
  Massachusetts  under the  rules  of  the American  Arbitration
  Association.    Any such  arbitration  shall  be conducted  by





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							   -9-



  three  arbitrators,  one  of whom  shall  be  selected  by the
  Employee, one  of whom  shall be selected  by the  Company and
  the  Globe  and   one  of  whom  shall  be   selected  by  the
  arbitrators   so  selected.     The   expenses  of   any  such
  arbitration  shall  be paid  by the  non-prevailing  party, as
  determined by the final order of the arbitrators.

	   11.  Guarantee.    The  Globe  guarantees  the  full  and
			---------
  prompt  payment  and performance  by  the Company  of  all its
  obligations  under  this  Agreement.   This  guarantee  is  in
  consideration of past  and future services by  the Employee to
  the Globe, and this guarantee is intended to take  effect as a
  sealed instrument under the laws of Massachusetts.

	   12.  Notices.  Whenever under  this Agreement any  notice
			-------
  is to be given  by the Company, the  Globe or the Employee  to
  the  others,  such  notice  shall  be  written  and  shall  be
  delivered  by hand,  if to the  Company or  the Globe,  at 135
  Morrissey   Boulevard,   Boston,   MA      02107,   Attention:
  Treasurer, and  if to the  Employee, at his  address specified
  above or at  such other address as the  Employee shall furnish
  to the Company in writing.

	   13.  Governing  Law.   This Agreement  shall be  deemed a
			--------------
  contract   made  and   performed   in  the   Commonwealth   of
  Massachusetts,  and  shall  be  governed by  the  laws  of the
  Commonwealth of Massachusetts.

	   14.  Entire   Agreement;  Amendment.     This   Agreement
			------------------------------
  constitutes   the  entire  agreement   of  the  parties.  This
  Agreement supersedes the Agreement  between the Globe and  the
  Employee  dated  October 24,  1986  and  any other  individual
  agreement  between  the Employee  and the  Company  and/or the
  Globe and  may be altered or  amended or any  provision hereof
  waived only  by an  agreement in writing  signed by  the party
  against  whom  enforcement  of any  alteration,  amendment, or
  waiver is  sought.  No  waiver by any  party of any  breach of
  this  Agreement  shall  be  considered  as  a  waiver  of  any
  subsequent breach.

	   15.  Binding  Obligations.    This   Agreement  shall  be
			--------------------
  binding upon and inure to the  benefit of the Company and  the
  Globe and  their successors and  assigns and the  Employee and
  his personal representatives.

	   16.  Assignability.    Neither  this  Agreement  nor  any
			------------
  benefits payable to the Employee hereunder  shall be assigned,
  pledged,  anticipated, or otherwise alienated by the Employee,
  or  subject  to  attachment  or  other  legal  process by  any
  creditor of  the Employee,  and notwithstanding any  attempted
  assignment, pledge,  anticipation, alienation,  attachment, or
  other  legal  process, any  benefit  payable  to the  Employee
  hereunder shall be paid only to the Employee or his estate.





<PAGE>





							   -10-



	   IN WITNESS WHEREOF, the  Company and the Globe, by  their
  officers  hereunto  duly  authorized,  and  the Employee  have
  signed and sealed this Agreement as  of the date first written
  above.

								AFFILIATED PUBLICATIONS, INC.



								By: s/ William B. Huff
									---------------------------
									   Executive Vice President


								GLOBE NEWSPAPER COMPANY



								By: s/ Richard C. Ockerbloom
									---------------------------
									   President


								s/  William O. Taylor
								-------------------------------
									 William O. Taylor




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