assessable of the seven per cent. cumulative preferred stock of grantor of the par value of $100.00 per share.

(c) Issue and deliver to, or to his nominee (s) designated in writing, certificates representing the ownership of one hundred thousand (100,000) shares of the common capital stock of grantee of no par value.

Time of performance-Interim status of conditions.

4. That the instruments, deeds and documents effectuating said transfer, assignment and conveyance from grantor to grantee, will bear the same date and will be delivered (as above provided) simultaneously and not later than, 19, unless such time be extended by agreement between grantor and grantee, and that the said properties, assets and rights (including good will and going business) thereby assigned, transferred and conveyed shall remain in the possession, use and enjoyment of grantor until and including the date of such assignment, transfer and conveyance, and that the debts and obligation assumed and agreed to be paid or performed by grantee shall be those existing at the time of such assignment, transfer and convey

ance.

Representation and warrants.

5. The undersigned represent and warrant that there have been no conveyances or transfers of any properties or assets of grantor (other than in the usual course of business) and that grantor has not caused or permitted any encumbrances or liens to be placed upon any of said properties or assets since ——, 19, and that grantor will not transfer or dispose of any of its properties or assets (other than in usual course of business) or cause or permit any encumbrances or liens to be placed upon any of said properties or assets prior to the date of the consummation of the transactions herein referred to.

How contract effected.

6. Your acceptance of this proposal, spread upon the minutes of a meeting of your directors and also approved and adopted at a meeting of your stockholders by the affirmative vote of all the stockholders of grantee (represented in person or by proxy at said meeting) shall make this proposal a "contract" and binding upon you and each and all of the undersigned sub

ject to modification or termination by agreement between grantor and grantee, and only by such agreement.

Dated at

this

day of

(Signature of stockholders.)

19-.

ARTICLE THIRTY-TWO.

AGREEMENTS WITH EMPLOYEES.

Form 3453.

General Employment Contract.

Chicago, Illinois,

19

for

Hart, Schaffner and Marx hereby agree to employ a period of one year from -, 19, at a salary of fifty dollars. per week, payable weekly.

hereby agrees to accept said employment and devote his entire time and best energies to fulfilling the duties imposed upon him, and that he will not for a period of one year from said. date become interested in or engaged in any other business; and that he will not devote any time to any other business or be connected with any other business.

Hart, Schaffner & Marx.

(Construed in Meyerson v. Hart, 167 Fed. 965.)

Form 3454.

Employment Contract-Moving Pictures.

This agreement, made and entered into this

A. D. 19-, by and between

day of

Corporation, a corporation organized and existing under and by virtue of the laws of the state of Delaware, and licensed and qualified to do business in the state of Illinois, party of the first part (sometimes hereinafter referred to as "employer"), and of the City of Chicago, county of Cook and State of Illinois, parties of the second part (sometimes hereinafter referred to as "employees"), witnesseth:

and

Preamble-Employer's business.

Whereas, the employer is in control of and is carrying on the operation of a moving picture theatre in the following theatres, to wit, Riviera Theatre, Central Park Theatre, Roosevelt The

atre, Chicago Theatre and Tivoli Theatre, all located in the city of Chicago, county of Cook and State of Illinois, and desires to employ the employees in connection with the operation of said motion picture theatres, or any number of the same, from time to time, as well as any additional motion picture theatres which the employer shall, during the term of this agreement, construct, operate or become interested in, as well as in connection with all other enterprises or interests or activities subsidiary to or affiliated with or incidental to the operation of said motion picture theatres and/or in connection with other business enterprises of the employer as well as those of the kind or character above referred to as those of an entirely different nature; and

Employers' desires.

Whereas, the employees and each of them desire to enter the employ of the employer and to render services to the employer in connection with said motion picture theatres above referred to and in connection with such other motion picture theatres as the employer as well as those of the kind or character above reoperate or be interested in, as well as in connection with all other enterprises or interests or activities subsidiary to or affili ated with or incidental to the operation of said motion picture theatres and/or in connection with other business enterprises of the employer as well as those of the kind or character above referred to as those of an entirely different nature;

Now, therefore, in consideration of the premises and in consideration of the mutual terms, stipulations and conditions hereinafter set forth, it is mutually covenanted and agreed by and between the parties hereto as follows:

Employment and acceptance.

1. The employer hereby employs the employees, and each of them, and the employees, and each of them, hereby accept the employment by the employer, for the rendition of the services, upon the terms, for the compensation and for the period of time hereinafter more specifically set forth.

Duration of agreement.

2. The term of this agreement shall commence at the date hereof and shall end at the expiration of the period of ten (10) years from and after the date hereof.

Employees' covenants.

3. The employees, and each of them, covenant and agree that during the entire term of this agreement the employees,

and each of them, will devote so much of their time, energy and attention as shall be reasonably required to successfully and efficiently perform such services of an executive nature as the board of directors of said employer shall, from time to time, designate in connection with efficiently and successfully carrying on and conducting the business of the employer. It is expressly understood and agreed by and between the parties hereto that the said and the said (or if either should die or if living, become unable to perform the said services, then the remaining one of said two employees) shall have (and the said employees, and each of them, covenant and agree that they will accept and exercise) subject only to the terms, approval and orders of the board of directors of the employer from time to time, the sole, general and full charge and management of the conduct and operation of such theatres as shall be operated and conducted by the employer, as well as all other enterprises or interests or activities subsidiary to or affiliated with or incidental to the operation of said theatres, and/or in connection with other business enterprises of the employer, as well as those of the kind and character above referred to, as those of an entirely different nature, and the employment and discharge of all employees required in connection therewith. The employees, and each of them, covenant and agree that neither they, nor either of them, will devote any time, energy and attention to any business in competition with or adverse to the business of the employer, without the written consent of the board of directors of the employer first had and obtained; and further covenant and agree that neither they, nor either of them, will devote any substantial amount of time, energy or attention to any business but that of the employer, without the written consent of the board of directors of the employer first had and obtained. The employees, and each of them, covenant and agree that they and each of them will at all times act in accordance with the orders, terms and regulations given or imposed by the board of directors of the employer, not inconsistent with the terms of this agreement.

Compensation-Salaries.

4. The employer covenants and agrees to pay or cause to be paid to each of the employees, during the full term of this agreement (and the employees, and each of them, covenant and agree to accept) as and for the full compensation to be received by said employees for the services to be rendered by the em