is that of employer and employee and nothing herein contained shall be construed to create the relations of partners, anything herein contained to the contrary in anywise notwithstanding.

9. It is agreed that this contract may be terminated by either party hereto on days' written notice to the other, said notice to be sent by registered mail to the address of the parties as hereinabove set forth.

1. The Employer hereby employs the Salesman, to sell its merchandise in the territory of.

2. The Salesman accepts said employment and agrees to devote his entire time and energy to selling the merchandise of the Employer in said territory and agrees not to engage in any other business, directly or indirectly.

3. The Salesman agrees to travel in and cover the territory assigned to him, personally and regularly.

4. The Employe agrees to pay to the Salesman five (5%) per cent. commission on net selling price of all merchandise shipped to customers in said territory during the term of this agreement upon orders received during the term of this agreement.

5. The Salesman shall have a drawing account of $. per week, to be charged against commissions earned and to be payable weekly.

6. The Employer shall have the right to suspend the drawing account at any time that the amount of commissions earned by the Salesman is insufficient to pay the same, and the Salesman agrees to repay to the Employer, upon demand, and in any event upon the termination of his employment, whether by

expiration of this contract or for any other cause, any excess of the drawing account over commissions earned.

7. The Employer agrees to deliver to the Salesman monthly a statement of the shipments upon which he is entitled to commissions during the preceding month.

8. The Salesman shall have the right to employ sub-salesmen to assist him in his territory, upon the written approval of the Employer.

...

9. The said sub-salesmen shall be paid a salary of.....a ..and $.... a week to cover carfare and all other incidental expenses for operating in their home town, and shall be allowed a maximum of $. . . . . per day, in excess of actual transportation expenses, for hotel expenses when they are on the road. The Salesman agrees to obtain weekly expense accounts in detail from each sub-salesman and to submit the same with his approval to the Employer. No sub-salesman shall be continued in the employ of the Employer or Salesman unless he shall obtain at least $. worth of orders which shall be accepted by the Employer, each week, in operating in his home town, and $. . . . . . . worth of orders per week when on the road. The sub-salesman shall be paid a bonus of ..per cent. on the net selling price of all goods shipped pursuant to orders obtained by them and accepted by the Employer in excess of their minimums of......and.. Sub-salesmen's salaries, bonuses and expenses shall be borne equally by the Employer and the Salesman, and the Salesman's share thereof shall be deducted from his drawing account, if any, and charged against him in the Employer's monthly statement.

....

10. Either party shall have the right to terminate this contract by giving the other party thirty (30) days' written notice by registered letter addressed to the parties at the addresses given in this contract.

EMPLOYERS' CONTRACTS WITH EXECUTIVES

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.

on...

3. The period of employment under this agreement shall begin on.. ..and shall, at the option of the Employer, end 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 $.. payable...

.. per.. ........ and in addition thereto, the Em. (... . . .) per cent. of the

ployer shall pay to the Manager.. 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.