change in control employment  agreement  
aaa industries inc.
in control employment agreement  
this amended and restated agreement is made between aaa industries inc., an
(placename) corporation(the company), and (the
executive), dated this day of ,.
1.purpose.
the company wishes to attract and retain well-qualified executive and key
personnel.the company and the executive wish to assure continuity of
management in the event of any actual or threatened change in control (as
defined in section 3) of the company.the agreement is entered into to
accomplish these purposes and in consideration for the mutual covenants herein
contained.
2.operation
of agreement.the effective date of this agreement shall be the
first date during the change in control period (as defined below)
on which a change in control occurs.this agreement shall terminate if the
board of directors of the company (the board) determines that the
executive is no longer a key executive who should be covered by this agreement
and so notifies the executive; provided, however, that such a determination
shall not be made, and if made shall have no effect, (i) within two years after
the change of control or (ii) during any period of time when the company has
knowledge that any third person has taken steps reasonably calculated to effect
a change of control until, in the opinion of the board, the third person has
abandoned or terminated his efforts to effect a change in control.any decision
by the board that the third person has abandoned or terminated his efforts to
effect a change of control shall be conclusive and binding on the executive.
the change in control period shall mean the period commencing on
the date hereof and ending on the second anniversary of the date hereof;
provided, however, that commencing on the date one year after the date hereof,   (이하 생략)