Profit-sharing and bonus plans or the like, for corporate officers and employees.

Agreement made and entered into this _________ day of _________, _________[year], between _________[name of corporation], a corporation created and existing in the State of _________, referred to as corporation, and _________, of _________, referred to as executive, provides that:

1. The corporation employs executive and executive enters the employ of corporation as manager [or as the case may be] of corporation, for a period beginning _________[date], and ending _________[date], unless terminated sooner pursuant to the provisions of paragraph 7 below.

2. Executive agrees to devote all his [her] time and effort to the performance of the duties as manager [or as the case may be] of corporation, and to the performance of all of the duties of office of _________.

3. For the services to be rendered, corporation agrees to pay executive so long as he [she] shall be employed:

(a) a fixed salary at the rate of $_____ per annum, payable in equal monthly installments at the end of each month; and

(b) an additional sum (referred to as "the executive's percentage compensation") equal to _________ percent of the adjusted consolidated net earnings of corporation [and its subsidiaries] for each calendar year of employment beginning January 1, _________[year] [add a clause providing for ratable adjustment if employment does not begin at start of corporation's accounting period]. This sum will be computed and payable as provided in paragraph 4 below; provided always that the total percentage payable to executive under this contract during or for any calendar year shall not exceed the sum of $_____.

4. The adjusted consolidated net earnings of corporation [and its subsidiaries], for the purpose of computing executive's percentage compensation under the provisions of paragraph 3 above, shall be determined in accordance with accepted accounting practice by the independent accounting firm employed by corporation as its auditors, within _________ days after the end of each calendar [fiscal] year. The computation of net earnings and of executive's percentage compensation, made in the manner provided, shall be final and binding upon corporation and upon executive, and corporation shall pay this compensation to executive within _________ days after the end of the calendar [fiscal] year in question. For the purpose of computing executive's percentage compensation, the adjusted consolidated net earnings of corporation [and its subsidiaries] for any of the periods referred to in paragraph 3 above shall be determined before deducting.

(a) profit participations, if any, which may be payable by the corporation under any plan, agreement or contract with its other officers or any of them; but shall be after full allowance for, and deduction of

(b) all expenses and other charges applicable to the operations for the period, including all expenditures by corporation for engineering or development work, or any similar expenditures, except to the extent that, in the discretion of the board of directors, these expenditures may be properly capitalized;

(c) all federal, state and municipal taxes;

(d) depreciation for the period based on the amount of depreciation set forth in the annual report of corporation to its stockholders for the calendar year which includes that period, and approved by the independent accounting firm, whether the depreciation reported shall be more or less than the depreciation allowed by the federal income tax authorities for the purpose of computing federal income taxes for the year;

(e) write-offs and reserves as the auditors may recommend and/or the board of directors deem advisable, so that the directors shall be permitted to exercise the fullest degree of conservative business judgment in making write-offs and in setting up reserves against contingencies and for all other purposes; and

(f) all items of capital and nonrecurring gains and profits, not arising from the ordinary operation of the business of the corporation; except that if the board of directors in its uncontrolled discretion finds that executive has been instrumental in producing for the corporation any item of capital or nonrecurring gains and profits, the board shall have the power to direct that the item shall be included in whole or in part in determining adjusted consolidated net earnings of corporation [and its subsidiaries] for the purpose of computing executive's percentage compensation.

5. Corporation will not consolidate or merge into or with another corporation, or sell all or substantially all of its assets to another corporation, unless the other corporation assumes this agreement and upon that assumption executive and the successor corporation shall become obligated to perform the terms and conditions.