PROFESSIONAL CORPORATION EMPLOYMENT AGREEMENT THIS AGREEMENT is made this ____ day of _______________, by and between______________________________, a Georgia professional service corporation, hereinaftercalled the "Corporation," and ______________________, hereinafter called the "Employee." W I T N E S S E T H: In consideration of the covenants herein contained and the monies to be paid hereunder,the Corporation agrees to hire the Employee and the Employee agrees to work for theCorporation upon the following terms and conditions: 1. Duties of Employee: The Employee is hereby employed by the Corporation torender professional services as a lawyer. 2. Devotion of Full Time to Corporations Practice: The Employee agrees to devotehis best efforts and full business time to providing professional services in the practice of law onbehalf of the Corporation. In this regard, the Employee shall not practice law except as anemployee of the Corporation and shall not engage in any other business or occupation without theconsent of the Board of Directors; provided, however, that nothing contained herein shall prohibitthe Employee from investing in stocks, bonds, securities, real estate or other passive forms ofinvestment for his own benefit or engaging in any other activity that does not materially detractfrom the fulfillment of his obligations hereunder. 3. Salary: The Corporation shall pay to the Employee as compensation for hisservices a salary payable in monthly installments during the term of this Agreement. The salaryshall be set periodically by the Board of Directors in accordance with its policies.>>>> 2 4. Fringe Benefits: During the term of this Agreement, the Employee shall be entitledto all fringe benefits offered generally to the Corporations lawyer employees, includingparticipation in any pension, profit sharing, disability, hospitalization/major medical insurance,medical reimbursement or group term life insurance plans established by the Corporation, subjectalways to the terms, rules and regulations in effect from time to time regarding such plans. 5. Reimbursement of Disallowed Amounts: Any sums paid by the Corporation to oron behalf of the Employee (including compensation, travel and entertainment charges, automobileexpenses, medical reimbursement and other fringe benefits) that are subsequently disallowed inwhole or in part as a deductible expense for Federal income tax purposes shall be reimbursed bythe Employee to the Corporation, to the full extent of the disallowance, within six months afterthe final determination thereof. 6. Term of Agreement: The effective date of thisAgreement shall be ________________, and it shall continue in full force and effect untilterminated as hereinafter provided. 7. Automobile: The Employee is required to provide an automobile for use by him inthe conduct of the Corporations practice as a condition of his employment, and he shall pay forall gas, oil, repairs, maintenance, insurance and other expenses connected therewith. Theautomobile shall be parked near the Corporations office during the hours that the Corporationsoffice is open for business. 8. Professional Expenses: Except as herein otherwise provided, the Corporation shallpay, either directly or by reimbursement to the Employee, all reasonable and necessaryprofessional expenses incurred by him in the course of his employment by the Corporation. Suchexpenses shall include but not be limited to: (a) All secretarial and staff support, office supplies and equipment, and space andfacilities reasonably required by Employee in the conduct of the Corporations practice andapproved by the Board of Directors.>>>> 3 (b) Premiums for professional liability insurance covering the Employee. (c) License fees, membership dues in professional organizations, and subscriptionsto professional journals as approved by the Board of Directors. (d) The Employees reasonable and necessary travel, hotel, living expenses,registration fees and other expenses incurred in connection with seminars, continuing legaleducation courses, Bar meetings and conventions. The Employee shall be required to present anexpense report form together with appropriate bills and receipts in order to obtain direct paymentor reimbursement hereunder. (e) The Board of Directors may from time to time establish specific guidelines andmay limit the amounts to be paid pursuant to this paragraph 8. Any such limitations shall not,however, limit the Employees general obligation to represent the Corporation and enhance theCorporations image in the business and legal community and incurring such other expenses asmay be appropriate in order to perform his obligations hereunder and his responsibility as alawyer. 9. Entertainment: The Employee shall be expected to entertain, for the benefit of theCorporation and to enhance his professional standing in the community as an Employee thereof,clients and prospective clients and referring and potentially referring attorneys and otherprofessionals. Such practice related entertainment hereby is required specifically as a condition ofemployment. The Corporation may reimburse the Employee, upon the furnishing of properreceipts, for all such reasonable expenses. The Board of Directors may from time to timeestablish specific guidelines and dollar limitations on the amount of reimbursable entertainment asa matter of firm policy. Any such limitations shall not, however, limit the Employees generalentertainment obligations under this Paragraph 9. 10. Fees:>>>> 4 (a) The Board of Directors shall have the exclusive authority to determine the fees(or a procedure for establishing the fees) to be charged clients of the Corporation who arerepresented by the Employee in the course of his employment. All sums paid by any client in theway of fees or otherwise for legal services rendered by the Employee shall belong to theCorporation and shall be included in the Corporations income. In addition, all income receivedby the Employee from other sources related to his professional efforts (as determined by theBoard of Directors) shall be paid over to the Corporation, specifically including, but not by wayof limitation, fees for serving as a director, executor, administrator, guardian, conservator,appraiser or trustee; salary as an officer or director of a corporation; royalties from the sale ofbooks and articles involving the practice of law, and honoraria