Your employer, Cool Company, is a leading technology company in Arizona. Cool Company has been looking for a new Chief Executive Officer (CEO) for some time now. After extensive national searches and interviews, Cool Company found, right in their own backyard, Emma Executive from Phoenix. Emma Executive is excited to join Cool Company and perform all the duties customary for an officer of a corporation holding the office of CEO. Executive has agreed that she will devote herself full-time to the business of Cool Company for five years, beginning on April 1, 2018. Executive has been offered $25,000 per month, payable on the first business day of each month.

One of the reasons Cool Company wishes to hire Executive is because of her academic accomplishments. In fact, Cool Company wants to be able to sue Executive if she is lying to them about her credentials. Executive says she received her B.S. from Yale, her Masters in Engineering from MIT, and is currently finishing up her Master of Legal Studies (MLS) degree at the innovative Sandra Day O'Connor College of Law at Arizona State University focusing on Risk Management. Cool Company also does not want to consummate this Employment Agreement if Executive has not completed her MLS program by the time of hire.

Another concern for Cool Company is that Emma Executive is currently executive vice president of Old News Company and is party to an Employment Agreement with Old News that is dated April 1, 2016, and purportedly ends March 31, 2018. Cool Company is very concerned about that agreement. Executive insists that she is not allowed to show the agreement to anyone other than her advisors. Executive further insists that she is free to enter into the employment agreement with Cool Company and that doing so will not breach her employment agreement with Old News. Cool Company wants to show it entered into this new employment agreement with Executive in good faith and is not tortiously interfering with the Old News agreement. More importantly, Cool Company wants to be able to sue Executive for indemnification if the employment agreement with Cool Company in fact causes a breach under her employment agreement with Old News.

Furthermore, during the intense negotiations, Executive insisted on two things to which Cool Company agreed:

1) She wants Cool Company to provide her as her "company car" a brand new Tesla X no later than March 31, 2018. (Cool Company agreed that Executive would not only have the right to sue if Cool Company failed to secure a Tesla X by March 31, 2018, but also the right not to go forward with Cool Company.)

2) Executive can back out of the deal if Cool Company does not have profits of at least $1,000,000 the last quarter of 2017. The profits must be proven through official SEC filings by her start date.

Lastly, the parties are still negotiating what will constitute "cause" however, if Cool Company terminates Executive "without cause," it must pay Executive any salary currently payable, plus $100,000, plus reimbursement of any expenses incurred through the date of termination. Plus, Executive gets title to the Tesla X. Cool Company must make such payment within 10 days of the date of termination.

3. Term. Draft the Term Provision of this Employment Agreement and include an evergreen provision for one-year renewals,unless one party terminates the agreement by giving 30days notice in writing to the other party before the end of a term.

5. The Executive's Representations and Warranties.

DRAFT THE INTRODUCTORY LANGUAGE FOR SECTION 5 OF THE AGREEMENT.

7. Condition(s) to the Executive's Obligations.

DRAFT THE CONDITION(S) TO THE EXECUTIVE'S OBLIGATION(S).

8. Condition(s)to the Company's Obligations.

DRAFT THE CONDITION(S)TO THE COMPANY'S OBLIGATIONS.

(a) Old News Employment

Draft the EXECUTIVE'sREPRESENTATIONS REGARDING HER OLD NEWS EMPLOYMENT CONTRACT TO BEST PROTECT COOL COMPANY IN THE EVENT OF LITIGATION BY OLD NEWS.

b. Termination without Cause.

DRAFT THE PROVISION FOR TERMINATION WITHOUT CAUSE: