Exhibit 10.35
FORM OF EMPLOYMENT AGREEMENT BETWEEN THE
COMPANY AND ITS EXECUTIVE OFFICERS
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENT AGREEMENT entered into _______________, 200_ by and betweenMITY Enterprises, Inc., a Utah corporation (the "Company") and _________________,("Employee").
NOW THEREFORE, it is agreed as follows:
1.    Employment.  Effective ___________, 200_, The Company hereby agrees to employ theEmployee and the Employee hereby accepts such employment by the Company on the termscontained herein.
2.    Duties.  During the term of this Agreement, Employee will be employed as ___________ of theCompany to perform such duties for the Company commensurate with such position and may bedetermined and assigned to him from time to time by the President of the Company.  ThePresident or the Board of Directors may change at its discretion the title and responsibilities of theEmployee.
3.    Performance.  Employee hereby accepts such employment for the compensation hereinafterprovided.  During the period of his employment, Employee agrees to devote his full-time effortsto the operations and affairs of the Company and to the performance of such duties hereunder asmay be assigned to him from time to time by the President of the Company.  During the term ofthis Agreement, Employee shall not engage in any business or activity which is detrimental to theCompany or which interferes with Employee's discharge of his duties and responsibilitieshereunder.  Employee may, however, be engaged in other activities such as consulting and servingon other Boards of Directors, upon the approval of the Company's Board of Directors.
4.    Compensation.  For all employment services rendered by Employee during the period ofemployment hereunder, the Company agrees to compensate Employee as set forth below:
(a)    The annual base salary of Employee shall be ________________ and such annual base salaryshall be reviewed annually by the Board of Directors of the Company and, at the Board's solediscretion, may be increased or decreased depending upon the Company's success, Employee'sperformance during the year and other factors deemed relevant by the Board of Directors of theCompany;
(b)    Participation in the company's bonus plan at the Board's sole discretion.
(c)    All compensation payable under this Agreement shall be subject to customary withholdingtaxes and other employment taxes as required with respect to compensation paid by a corporationto an employee.
5.    Additional Benefits.  The Employee shall be entitled to participate in all executive benefitprograms offered from time to time and for which he is eligible, including, without limitation, allhealth, medical, dental, and life insurance programs, retirement plans, and any bonus plansadopted by the Company. During the period of his employment, Employee shall be reimbursed forhis reasonable actual out-of-pocket business expenses incurred in the performance of services tothe Company hereunder, in accordance with the general policy of the Company in effect from timeto time.
 
 
 
6.    Term and Termination.  Except in the case of earlier termination as provided herein, or unlessextended by written agreement of the parties hereto, this Agreement shall be for a term of five (5)years from the effective date hereof and shall terminate immediately upon the expiration of theterm.  The Company shall have the right, on written notice to Employee, to terminate Employee'semployment as follows:
(a)    Immediately at any time for cause.  For purposes of this paragraph 6, the term "cause" shallmean the willful breach or habitual neglect of Employee's duties under this Agreement or as anemployee of the Company, conviction of a felony, or abuse of drugs or alcoholic beverages; or
(b)    At any time without cause provided the Company shall be obligated to pay Employee his basesalary for a ____________ month period under the terms of this Agreement.  This amount will benet of applicable taxes and other required withholdings and any amount Employee may owe to theCompany and shall not include any amounts related to any executive bonus plans of the Company,payable in equal monthly installments on the last day of each month commencing with the monthnext following the date of termination.
The Employee's obligations set forth in paragraph 11 hereof and under the ProprietaryInformation Agreement referenced in paragraph 10 below, shall survive the expiration ortermination of this Agreement.
7.    Death.  In the event of Employee's death during the term of this Agreement, this Agreementshall terminate immediately and Employee's legal representative shall be entitled to receive thecompensation due employee through the last day of the calendar month in which the death shallhave occurred.
8.    Disability.  If during the term of this Agreement Employee should fail to perform his dutieshereunder on account of illness or other incapacity which the Board of Directors of the Companyshall in good faith determine renders the Employee incapable of performing his duties hereunder,and such illness or other incapacity shall continue for a period of more than sixty (60) days, theCompany shall have the right, upon fifteen (15) days' notice to Employee, to terminate thisAgreement.  In such event, Employee's right to be paid compensation hereunder shall terminatethirty (30) days after the giving of such notice, but Employee shall be entitled to disabilitypayments and coverage upon the basis available to Company employees under disability benefitplans, if any, of the Company which may from time to time be in effect.  However, if prior to thedate specified in such notice the Board of Directors of the Company determines that Employee'sillness or incapacity has terminated and that he is then capable of satisfactorily performing hisduties hereunder, and if Employee shall have resumed the performance of such duties, Employeeshall be entitled to resume his employment hereunder as though such notice had not been given.
9.    Assignability.  This Agreement shall not be assignable by either party without the prior writtenconsent of the other party, except that the Company may assign this Agreement to any entitywhich acquires the Company resulting in the exchange of more than 50% of the outstandingvoting securities of the Company for consideration issued, or caused to be issued, by the acquiringcorporation or its subsidiary.
10.    Proprietary Information Agreement.  Employee will sign a MITY Enterprises, Inc. ProprietaryInformation Agreement in the form attached hereto as Exhibit "A."
 

- 2 -
 
11.    Non-Compete Covenant.   The Company and Employee agree that the Company's successfuloperation depends, to a great extent, on Employee's special knowledge and expertise regardingthe Company's business and activities.  Consequently, during the term of this Agreement and for aperiod of three (3) years from the date of termination of Employee's employment with theCompany, Employee, in consideration of the Company's agreement to employ Employee, agreesnot to engage, directly or indirectly, personally or as an employee, agent, consultant, partner,manager, officer, director, shareholder or otherwise, in any activities similar or reasonably relatedto those in which Employee shall have engaged while employed by the Company nor renderservices similar or reasonably related to those in which Employee shall have engaged whileemployed by the Company for or on behalf of himself or any person, firm or business organizationwhich directly competes with the Company in any line of business in which the Company engagesor in which the Company's operating plan or budget prior to the Employee's termination calls forthe Company to engage during the following three (3) years, nor shall Employee engage in suchactivities or render such services to any other person or entity engaged in or about to becomeengaged in such activities for or on behalf of such person, firm or business organization, nor shallemployee entice, induce, or encourage any of the Company's other employees to engage in anyactivity which, were it done by Employee, would violate any provision of the ProprietaryInformation Agreement referred to in paragraph 10.  Application of this paragraph shall applyonly with respect to any state, country or geographic area in which the Company does business,has done business or anticipates doing business (as may be evidenced by the Company's operatingplan or budget prior to Employee's termination).
12.    Violation of Covenants.  If any of the covenants or agreements contained in paragraph 11above or in the Proprietary Information Agreement referenced in paragraph 10 above are violated,Employee agrees and acknowledges that any such violation or threatened violation will causeirreparable injury to the Company and that the remedy at law for any such violation or threatenedviolation will be inadequate and that the Company will be entitled to injunctive relief without thenecessity of proving actual damages.
13.    Effect of Waiver.  The waiver by either party of a breach of any provision of this Agreementshall not operate or be construed as a waiver of any other provision or of any subsequent breachof the same provision thereof.
14.   Severability.  In the event that any portion, including any part of a section or subsection, ofthis Agreement is invalid or unenforceable for any reason, the remaining portions of thisAgreement, including the remaining section or subsection, if any, shall be severable and shallremain in full force and effect.  The Parties to this Agreement agree that the court making adetermination that any term of provision of this Agreement is unenforceable shall modify thescope, duration, geographic area or application of the term or provision to the maximum extentpermitted by applicable law.
15.    Notices.  Any notice required to be given hereunder by any party to another shall be in writingand delivered personally or sent by certified mail, postage pre-paid, return receipt requested, asfollows:  if to Employee, at his address appearing on the payroll records of the Company, and, ifto the Company, at its principal executive office at 1301 West 400 North, Orem, Utah 84075.
16.    Governing Law.  This Agreement shall be governed by and construed in accordance with thelaws of the State of Utah.
17.    Other Agreements.  This Agreement does not conflict with or violate any other employmentagreement or covenant not to compete to which Employee is a party.  This Agreement, includingany Exhibits hereto, constitutes the complete contract between the Company and Employee.  Allother prior written or oral understandings between the Company and Employee regarding thematters set forth herein are superseded by this Agreement.  Any modification of this Agreementmust be in writing and signed by both parties.
 
- 3 -
 
IN WITNESS WHEREFORE, the parties hereto have executed this Agreement effective as of theday and year first above written.
MITY ENTERPRISES, INC.                    
By: ______________________________
      Gregory L. Wilson, President                
__________________________________
Executive Officer                                  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 4 -