Sample Business Contracts

Employment Agreement - AdForce Inc. and Harish Rao

Employment Forms

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                               [ADFORCE LOGO]

December 11, 1998

Harish Rao
605 Towle Way
Palo Alto, CA 94306

Dear Harish:

AdForce (the "Company") is pleased to offer employment to you on the following
terms and conditions:

     1.   POSITION.  You will serve in a full-time capacity in the position
of Executive Vice President of Technology and Operations.  Your primary
duties will be to bring structure, productivity and product strategy to the
Software Engineering and Operations Organizations (a more detailed
description of the duties will follow in a separate document) as well as
perform other duties typical and standard of an Executive Vice President of
Technology and Operations.  You will report to Charles W. Berger, the Chief
Executive Officer and Chairman of the Board of the Company.

     2.   COMPENSATION.  You will be paid an annual salary of $215,000
payable in accordance with the Company's standard payroll practices for
salaried employees. This salary will be subject to adjustment pursuant to the
Company's employee compensation policies in effect from time to time.  Your
compensation will include a performance based bonus of $50,000 when mutually
agreed upon objectives have been met.

     3.   BENEFITS.  As an employee of the Company, you will be entitled to
participate in the Company's health insurance, vacation, and employee benefit
plans.  A copy of the ADFORCE benefit program is attached hereto as ATTACHMENT

     4.   OPTIONS.  Subject to the approval of the Company's Board of Directors,
you will be granted an option to purchase 360,000 shares of the Company's Common
Stock at a price per share equal to the fair market value per share on the date
the option is granted.  The option will be subject to the usual terms and
conditions applicable to options granted under an option plan of the Company.
The option will be immediately exercisable and the purchasable shares will be
subject to repurchase by the Company at the exercise price.  The Company's
repurchase right will lapse and you will vest in 33% of the option shares after
one year of service and the balance will vest monthly over the next twenty-four
months, as set forth in the applicable agreement.  Options vested start date is
effective on employee's date of hire.

Company employees, you will be required, as a condition to your employment with
the Company, to sign the Company's standard Proprietary Information and
Inventions Agreement, a copy of which is attached hereto as ATTACHMENT 2.



     6.   PERIOD OF EMPLOYMENT.  Your effective hire date will be January 11,
1999 or before, with a probationary period of 90 days.  Your employment with the
Company will be "at will," meaning that either you or the Company will be
entitled to terminate your employment at any time for any reason, with or
without cause.  Any contrary representations which may have been made to you are
superseded by this offer.  This is the full and complete agreement between you
and the Company on this term.  Although your job duties, title, compensation and
benefits, as well as the Company's personnel policies and procedures, may change
from time to time, the "at will" nature of your employment may only be changed
in an express writing signed by you and approved by the Company's Board of

     7.   OUTSIDE ACTIVITIES.  During the period that you render services to
the Company, you will not engage in any employment, business or activity that
is in any way competitive with the business or proposed business of the
Company, or any other gainful employment, business or activity, without the
written consent of the Company.  You also will not assist any person or
organization in competing with the Company or in preparing to engage in
competition with the business or proposed business of the Company.

     8.   OTHER.  This offer is contingent upon verification of acceptable
reference checks and expires on Friday, January 1, 1999.

     9.   ENTIRE AGREEMENT.  This letter and all of the exhibits attached hereto
contain all the terms of your employment with the Company and supersede any
prior representations or agreements, whether oral or written, between you and
the Company.

     We hope that you find the foregoing terms acceptable.  You may indicate
your agreement with these terms and accept this offer by signing and dating
both the enclosed duplicate original of this letter and the enclosed Proprietary
Information and Inventions Agreement and returning them to me.

                                        Very truly yours,


                                    By: /s/ Charles W. Berger
                                        Charles W. Berger
                                        Chairman and C.E.O.

I Have Read And Accepted This Employment Offer:

/s/ Harish Rao

Date: Dec 28, 1998