in reply <<Why should Directors have contracts?  What protection does it
really offer you
since most states have "employment at will" rules?>>
  The contract over-rides so called employment at will.  I guess the
reason for a director having a contract is that a director is in a
'high-risk" profession, he or she is judged pretty much on a subjective
basis by a board and president that changes from year to year.  The
contract, if correctly drawn,  avoids any  problems with vacation pay and
the like.