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Sample Business Contracts

Employment Agreement - busybox.com inc. and Todd Carter

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

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                               busybox.com, inc.

                               EMPLOYMENT AGREEMENT

This employment agreement ("Agreement") is entered into as of the date
specified on the signature page ("Effective Date") by and between
busybox.com, inc., a Delaware corporation located at 701 Battery Street, 3rd
floor, San Francisco, California 94111 ("Company") and the individual
specified on the signature page ("Employee").

                                   RECITALS

R1.     Employee is currently serving as Vice President and Chief Technology
        Officer of the Company.

R2.     The parties desire to memorialize the employment relationship of
        Employee with the Company.

R3.     The Board of Directors of the Company ("Board") has approved and
        authorized the entry into this Agreement with Employee.

R4.     The parties hereby enter into this Agreement setting forth the terms
        and conditions for the employment relationship of Employee with the
        Company.

                            TERMS & CONDITIONS

1.      EMPLOYMENT. From the Effective Date through the term of this
        Agreement Employee is employed as Vice President and Chief Technology
        Officer of the Company and of any subsidiary or other affiliate that
        it may acquire. Employee shall render executive, policy and other
        management services to the Company and subsidiaries/affiliates of the
        type customarily performed by persons serving in similar executive
        officer capacities. Employee shall devote substantially all of his
        working time and his best efforts to the Company and his position, which
        shall include such duties as the Board may from time to time reasonably
        direct that are reasonably consistent with Employee's education,
        experience and background. During the term of this Agreement, there
        shall be no material increase or decrease in the duties and
        responsibilities of Employee otherwise than as provided herein, unless
        the parties otherwise agree in writing.

2.      COMPENSATION.

        2.1     SALARY. The Company agrees to pay Employee from the
                Effective Date at an annual rate equal to ONE HUNDRED TWENTY
                FIVE THOUSAND  dollars ($125,000), with such subsequent
                increases in salary during the term of this Agreement as may
                be determined by the Compensation Committee of the Board;
                PROVIDED, HOWEVER, that during the first three years following
                the effective date of the registration statement with respect
                to the initial public offering of the Company's stock,
                Employee's salary hereunder shall not exceed to ONE HUNDRED
                TWENTY FIVE THOUSAND dollars ($125,000) per annum
                without the approval of the Compensation Committee. In
                determining salary increases, the Compensation Committee may
                compensate Employee for increases in the cost of living and may
                also provide for performance

                                     1.

<PAGE>

                or merit increases. The salary of Employee shall not be
                decreased at any time during the term of this Agreement from
                the amount then in effect, unless Employee otherwise agrees in
                writing. Participation in deferred compensation, bonus,
                discretionary bonus, retirement and other employee benefit
                plans in the fringe benefits shall not reduce the salary
                payable to Employee under this Section 2.1. The salary under
                this Section 2.1 shall be payable to Employee not less
                frequently than monthly. Employee shall not be entitled to
                receive fees for serving as a director of the Company or of any
                subsidiary or affiliate of the company or for serving as a
                member of any committee of any such board of directors.

        2.2     ANNUAL BONUS. In addition to his salary under Section 2.1
                above, the Company shall pay to Employee an annual bonus of
                FIFTY PERCENT (50%) of his salary under such subsection. The
                annual bonus shall be payable in January following each
                calendar year during the term of this Agreement and shall be
                prorated for any partial years.

3.      DISCRETIONARY AND PERFORMANCE INCENTIVE BONUSES. During the term of
        this Agreement, Employee shall be entitled to participate in an
        equitable manner with all other executive employees of the Company in
        such discretionary bonuses as may be authorized, declared and paid by
        the Compensation Committee to its executive employees. The Company will
        adopt an incentive bonus plan providing for the payment of annual
        performance incentive bonuses to Employee and other executive officers
        based upon the increase in the Company's operating profit or other
        appropriate performance objectives. The incentive bonus arrangement
        will provide Employee with an opportunity to earn additional incentive
        compensation in an amount up to THREE PERCENT (3%) of the annual
        increase in the Company's net income before taxes as reported in the
        Company's audited annual financial statement (for fiscal year 1999, net
        income shall be determined on a pro forma basis). No other compensation
        provided for in this Agreement shall be deemed a substitute for
        Employee's right to participate in such bonuses.

4.      INSURANCE, RETIREMENT AND EMPLOYEE BENEFIT PLANS, FRINGE BENEFITS;
        BUSINESS EXPENSES.

        4.1     OTHER BENEFITS AND PREREQUISITES. Employee shall be entitled
                to participate in any plan of the Company relating to stock
                options, restricted stock, employee stock purchase or ownership,
                pension, thrift, profit sharing, group life insurance, medical
                coverage, education or other retirement or employee benefit
                plans or arrangements that the Company has adopted or may adopt
                for the benefit of its employees or executive officers.
                Employee shall also be entitled to participate in, or enjoy the
                benefit of, any other fringe benefits or prerequisites that are
                now or may be or become applicable to the Company's executive
                employees.

        4.2     BUSINESS EXPENSES. During the term of Employee's employment
                by the Company, the Company shall promptly reimburse Employee
                for all reasonable and customary expenses incurred by Employee
                in performing services for the Company, including all expenses
                of travel and living expenses while away from home on business
                or at the request of and in the service of the Company,
                provided that such expenses are incurred and accounted for in
                accordance with the policies

                                           2.

<PAGE>

                and procedures established by the Company. Employee shall be
                entitled to first or business class for all business air
                travel. Employee shall be entitled to parking expenses,
                excluding violations, when on the job, be it at the office or
                while on business trips. Employee shall be entitled to a
                reasonable per diem for living expenses while in San Francisco.

        4.3     DIRECTOR & OFFICER INSURANCE: At all times during the term
                of this Agreement the Company shall maintain in full force and
                effect a director and office insurance policy with a national
                insurance underwriter insuring Employee for his acts and
                omissions in his capacity as an Officer and Director of the
                Company, with coverage under such policy of not less than ONE
                MILLION dollars ($1,000,000).

5.      TERM. The initial term of employment under this Agreement shall be
        from the date of this Agreement until December 31, 2001. This
        Agreement shall be automatically renewed for an additional three-year
        term, unless either Employee of the Company gives contrary written
        notice to the other party hereto not less than 180 days before the
        scheduled expiration of the initial term of this Agreement. Each term
        and all such renewal terms are collectively referred to herein as the
        term of this Agreement.

6.      VOLUNTARY ABSENCES; VACATIONS. Employee shall be entitled, without
        loss of pay, to be absent voluntarily for reasonable periods of time
        from the performance of the duties and responsibilities under this
        Agreement. All such voluntary absences shall count as paid vacation
        time, unless the Board otherwise approves. Employee shall be entitled
        to an annual paid vacation of at least six weeks per year or such
        longer period as the Board may approve. The timing of paid vacations
        shall be scheduled in a reasonable manner by Employee.

7.      TERMINATION OF EMPLOYMENT. Employee's employment may be terminated
        without any breach of this Agreement only under the following
        circumstances:

        7.1     DEATH. Employee's Employment shall terminate upon his death.

        7.2     DISABILITY. The Company may terminate Employee's employment
                because of disability. For this purpose, "Disability" shall
                mean the inability of Employee to perform his duties under
                this Agreement because of physical or mental illness or
                incapacity for a continuous period of six months during which
                Employee shall have been absent from his duties under this
                Agreement on a substantially full-time basis.

        7.3     CAUSE. The Company may terminate Employee's employment for
                Cause. For purposes of this Agreement, the Company shall have
                "Cause" to terminate Employee's employment only in the event
                of (a) the willful and continued failure by Employee to
                substantially perform his duties hereunder (other than any
                such failure resulting from Employee's inability to perform
                such duties as a result of physical or mental illness or
                incapacity or any such actual or anticipated failure after
                the delivery of a Notice of Termination, as defined in
                Section 7.5, by Employee for Good Reason, as defined in
                Section 7.4.2) after delivery to Employee of a

                                             3.


<PAGE>

                written demand for substantial performance that specifically
                identifies the manner in which the Company believes that
                Employee has not substantially performed his duties and a
                reasonable opportunity to cure; (b) willful misconduct by
                Employee that causes substantial and material injury to the
                business and operations of the Company, the continuation of
                which, in the reasonable judgment of the Board, will continue
                to substantially and materially injure the business and
                operations of the Company in the future; or (b) conviction of
                Employee of a felony. No act or failure to act shall be
                considered "willful" for this purpose unless done, or omitted
                to be done, by Employee other than in good faith and other
                than with a reasonable belief that his action or omission was
                in the best interests of the Company. Employee shall not be
                deemed to have been terminated for Cause unless Employee
                shall have been provided with (i) a reasonable notice setting
                forth the reasons that the Company believes constitute Cause
                for the termination of his employment; (ii) a Notice of
                Termination as defined in Section 7.5, from the Board finding
                that, in the reasonable good faith opinion of the Board,
                Cause for the termination exists and specifying the
                particulars thereof in reasonable detail.

        7.4     TERMINATION BY EMPLOYEES. Employee may terminate his
                employment (a) for Good Reason by giving ten days prior
                written notice to the Company or (b) at any time by giving
                120 days prior written notice to the Company.

                7.4.1  GOOD REASON. For purposes of this Section, "Good
                       Reason" shall mean (a) the assignment to Employee of
                       any duties inconsistent with Employee's status or any
                       substantial adverse alteration in the nature or status
                       of Employee's responsibilities; (b) any change in
                       Employee's reporting responsibility such that Employee
                       is required to report other than exclusively to the
                       Chief Executive Officer; (c) any purported termination
                       of Employee's employment by the Company that is not
                       effected pursuant to a Notice of Termination
                       satisfying the requirements of Section 7.5 hereof; (d)
                       any other failure by the Company to comply with any
                       material provision of this Agreement which failure
                       continues for more than ten days after written notice
                       of such noncompliance from Employee; or (e) any
                       notices given by the Company to Employee under Section
                       5 hereof that this Agreement will not be renewed on
                       any anniversary date.

        7.5     NOTICE OF TERMINATION. Any termination of Employee's
                employment by the Company or by Employee (other than
                termination pursuant to Section 7.1 or 7.2 hereof) shall be
                communicated to the other party by a written Notice of
                Termination. Any Notice of Termination given by a party shall
                specify the particular termination provision of this
                Agreement relied upon by such party and shall set forth in
                reasonable detail the facts and circumstances relied upon as
                providing a basis for the termination under the provision so
                specified.

        7.6     TERMINATION DATE. The Termination Date shall mean (a) if
                Employee's employment is terminated by his death, the date

                                    4.

<PAGE>

                of his death; (b) if Employee's employment is terminated
                pursuant to Section 7.2 hereof, the date specified in the
                Notice of Termination, which shall be after the expiration of
                the six-month period specified in that subsection; (c) if
                Employee's employment is terminated by the Company for Cause,
                the date specified in the Notice of Termination; or (d) if
                Employee's employment is terminated for any other reason,
                sixty days following the date on which the Notice of
                Termination is given.

8.      COMPENSATION UPON TERMINATION OF EMPLOYMENT.

        8.1     TERMINATION BECAUSE OF DEATH FOR CAUSE OR WITHOUT GOOD
                REASON. If Employee's employment is terminated because of his
                death, by the Company for Cause or by Employee other than for
                Good Reason, the Company shall pay Employee his salary and a
                pro rata portion of the bonus specified in Section 2(b) (based
                upon the bonus paid in respect of the preceding year) through
                the Termination Date of the Company shall have no further
                obligation to Employee hereunder.

        8.2     TERMINATION BECAUSE OF DISABILITY. If Employee's employment
                is terminated by the Company because of Disability under
                Section 7.2 hereof the Company shall pay Employee an annual
                disability benefit equal to the excess of (a) 60 percent of his
                salary at the rate in effect under Section 2.1 hereof on the
                Termination Date plus 60 percent of the bonus amount specified
                in Section 2.1 hereof (based upon the bonus paid in respect of
                the preceding year) over (b) the amount of the long term
                disability benefit that is payable to Employee under any policy
                of disability insurance provided for Employee by the Company at
                its expense. The disability benefit shall be paid for such
                period as is determined by the Board of Directors for the
                Company's senior executives but shall not be less than the
                remainder of the scheduled term of employment.

        8.3     TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (a) in
                breach of this Agreement, the Company shall terminate
                Employee's employment other than for Cause or because of
                Disability or (b) Employee shall terminate his employment for
                Good Reason; then:

                8.3.1  The Company shall pay Employee his salary and a pro
                       rata portion of the bonus specified in Section 2.1 hereof
                       (based upon the bonus paid in respect of the preceding
                       year) through the Termination Date and all other unpaid
                       and pro rata amounts to which Employee is entitled as of
                       the Termination Date under any compensation plan or
                       program of the Company, including, without limitation,
                       any incentive performance bonus and all accrued vacation
                       time;

                8.3.2  The Company shall pay as liquidated damages to
                       Employee, an in lieu of any further salary payments
                       hereunder for periods after the Termination Date,
                       Employee's then current salary (payable in installments
                       in accordance with the Company's normal payroll
                       practices) for the remainder of the scheduled term of
                       employment and the product of (a) the sum of (i)
                       Employee's annual bonus specified in Section 2.1


                                   5.

<PAGE>

                       hereof (based upon the bonus paid in respect of the
                       preceding year) and (ii) the maximum annual bonus amount
                       that could have been paid to Employee under the
                       Company's performance incentive bonus plan for the year
                       in which the Termination Date occurs, and (b) the number
                       of years (and any fraction of a year) remaining in the
                       term of this Agreement under Section 5 hereof as of the
                       Termination Date, which amount shall be payable in equal
                       monthly installments during the remainder of the
                       scheduled term of employment;

                8.3.3  In addition to the liquidated amounts that are payable
                       to Employee, the following shall apply: (a) Employee
                       shall continue to participate in, and accrue benefits
                       under, all retirement, pension, profit sharing, employee
                       stock ownership, thrift and other deferred compensation
                       plans of the Company for the remaining term of this
                       Agreement as if the termination of employment of
                       Employee had not occurred (with Employee being deemed to
                       receive annually for the purposes of such plans
                       Employee's then current salary and bonus (at the time of
                       his termination) under Sections 2.1 and 2.2 of this
                       Agreement), except to the extent that such continued
                       participation and accrual is expressly prohibited by
                       law, or to the extent such plan constitutes a "qualified
                       plan" under Section 401 of the Internal Revenue Service
                       Code of 1986, as amended ("Code"), by the terms of the
                       plan, in which case the Company shall provide Employee
                       a substantially equivalent, unfunded, non-qualified
                       benefit; (b) Employee shall be entitled to continue to
                       receive all other employee benefits and then existing
                       fringe benefits referred to in Sections 4.1 and 4.2
                       hereof for the remaining term of this Agreement as if
                       the termination of employment had not occurred; and (c)
                       all insurance or other provisions for indemnification,
                       defense or hold-harmless of officers or directors of the
                       Company that are in effect on the date the Notice of
                       Termination is sent to Employee shall continue for the
                       benefit of Employee with respect to all of his acts and
                       omissions while an officer or director as fully and
                       completely as if such termination had not occurred, and
                       until the final expiration or running of all periods of
                       limitation against action which may be applicable to
                       such acts or omissions; and

                8.3.4  The liquidated amount and other benefits provided for
                       in this Section 8.3 shall not be reduced by any
                       compensation or benefits that Employee may receive for
                       other employment with another employer or through
                       self-employment after termination of employment with the
                       Company.

        8.4     COST OF ENFORCEMENT. In the event the employment of
                Employee is terminated by the Company because of Disability or
                without Cause, or by Employee for Good Reason, and the Company
                fails to make timely payment of the amounts owed to Employee
                under this Agreement, Employee shall be entitled to
                reimbursement for all reasonable costs, including attorney's
                fees, incurred in Employee in taking action to collect
                such amounts or otherwise to enforce this Agreement, plus



                                      6.

<PAGE>

                interest on such amounts at the rate of one percent above
                the prime rate (defined as the base rate on corporate loans
                at large U.S. money center commercial banks as published by
                THE WALL STREET JOURNAL), compounded monthly, for the period
                from the date of employment termination until payment is made
                to Employee. Such reimbursement and interest shall be
                in addition to all rights to which Employee is otherwise
                entitled under this Agreement.

        8.5     PARACHUTE PAYMENT LIMITATION. If any payment or benefit to
                Employee under this Agreement would be considered a
                "parachute payment" within the meaning of Section 280(g)(b)(2)
                of the Code and if, after reduction for any applicable federal
                excise tax imposed by Section 4999 of the Code ("Excise Tax")
                and federal income tax imposed by the Code, Employee's net
                proceeds of the amounts payable and the benefits provided
                under this Agreement would be less than the amount of
                Employee's net proceeds resulting from the payment of the
                Reduced Amount described below, after reduction for
                federal income taxes, then the amount payable and the
                benefits provided under this Agreement shall be limited to
                the Reduced Amount. The "Reduced Amount" shall be the
                largest amount that could be received by Employee under this
                Agreement such that no amount paid to Employee under this
                Agreement and any other agreement, contract or understanding
                heretofore or hereafter entered into between Employee and the
                Company ("Other Agreements") and any formal or informal plan
                or other arrangement heretofore or hereafter adopted by the
                Company for the direct or indirect provision of compensation
                to Employee (including groups or classes or participants or
                beneficiaries of which Employee is a member), whether or not
                such compensation is deferred, is in cash, or is in the form
                of a benefit to or for Employee ("Benefit Plan") would be
                subject to the Excise Tax. In the event that the amount
                payable to Employee shall be limited to the Reduced Amount,
                then Employee shall have the right, in Employee's sole
                discretion, to designate those payments or benefits under
                this Agreement, any other Agreements, and/or Benefit Plank,
                that should be reduced or eliminated so as to avoid having
                the payment to Employee under this Agreement be subject to
                the Excise Tax.

9.      CONFIDENTIALITY. In consideration of the willingness of the
        Company to employ Employees and the compensation to be paid and
        benefits to be received therefor, any for other good and valuable
        consideration, the receipt and adequacy of which is hereby
        acknowledged, Employee agrees as follows:

        9.1     THE COMPANY OWNS ALL OF EMPLOYEES' WORK. All improvements,
                discoveries, inventions, designs, documents, licenses and
                patents, or other data devised, conceived, made, developed,
                obtained, filed, perfected, acquired, or first reduced to
                practice, in whole or in part, or in the regular cause of
                employment by Employee during the term of this Agreement, and
                related in any way to the business, including development and
                research, of the Company or any subsidiary or affiliate engaged
                in business substantially similar to that of the Company, shall
                be promptly disclosed to the Company. Employee hereby assigns
                and transfers to the Company all his right, interest and title
                thereto, and such improvements, discoveries, inventions,
                designs, documents,


                                         7.


<PAGE>


                licenses and patents, or other data shall become the
                property of the Company. During the term of this Agreement and
                at any time thereafter, upon request of the Company, Employee
                will join and render assistance in any proceedings and execute
                any papers necessary to file and prosecute applications for,
                and to acquire, maintain and enforce, letters patent,
                trademarks, registrations and/or copyrights, both domestic
                and foreign, with respect to such improvements, discoveries,
                inventions, designs, documents, licenses and patents, or other
                data as required for vesting and maintaining title to same in
                the Company.

        9.2     NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee agrees
                and acknowledges that the term "Confidential and Proprietary
                Information" shall mean any and all information not in the
                public domain, in any form, emanating from or relating to the
                Company and its subsidiaries and affiliates, including, but
                not limited to, trade secrets, technical information, costs,
                designs, drawings, processes, systems, methods of operation
                and procedures, formulae, test data, know-how, improvements,
                price lists, financial data, code books, invoices and other
                financial statements, computer programs, discs and printouts,
                sketches, and plans (engineering, architectural or otherwise),
                customer list, telephone numbers, names, addresses,
                information about equipment and processes (including
                specifications and operating manuals), or any other
                complication of information written or unwritten that is used
                in the business of the Company or any subsidiary or affiliate
                that gives the Company or any subsidiary of affiliate any
                opportunity to obtain an advantage over competitors of the
                Company who do not know or use such information. Employee
                agrees and acknowledges that all Confidential and Proprietary
                Information, in any form, and all copies and extracts thereof,
                is and are shall remain the sole and exclusive property of the
                Company and, upon termination of his employment with the
                Company, Employee hereby agrees to return to the Company
                the originals and all copies of any Confidential and
                Proprietary Information provided to or acquired by Employee
                during the period of his employment. Except as ordered by a
                court of competent jurisdiction, Employee expressly agrees
                never to disclose to any person (except to other Company
                employees, and then only on a "need to know" bases) or entity
                any Confidential an Proprietary Information either during the
                term of this Agreement or at any time after termination of his
                employment, except with the express written authorization and
                consent of the Company.

        9.3     CUSTOMER & CLIENT INFORMATION. Employee understands and
                acknowledges that each customer and client of the Company or
                its subsidiaries or affiliates will disclose information that
                will be within the Company's control in connection with the
                Company's furnishing of services to its customers and clients.
                Employee covenants and agrees to hold such information in the
                strictest confidence and shall treat such information in the
                same manner and be obligated by the provisions of this
                Agreement as if such information were Confidential and
                Proprietary Information, as defined in Section 9.2 hereof.

                                         8.


<PAGE>


10.     COVENANT NOT TO COMPETE. During the term of employment and for a
        period of TWO (2) years after the termination of Employee's
        employment by the Company, Employee shall not directly or indirectly
        own, manage, operate, control or be employed by or participate in the
        ownership, management, operation or control of any business in the area
        which is the type and character engaged in and competitive with that of
        the Employer. Employee shall not, during the term of this Agreement,
        have any other paid employment other than with a subsidiary of
        affiliate of the Company, except with the Prior approval of the Board.

11.     AMENDMENTS OR ADDITIONS; ACTION BY BOARD. No amendments or
        additions to the Agreement shall be binding unless in writing and
        signed by all parties thereto. The prior approval by a majority
        affirmative vote of the full Board shall be required in order for the
        Company to authorize any amendments or additions to this Agreement, to
        give any consents or waivers of provisions of this Agreement, or to take
        any other action under this Agreement including any Notice of
        Termination.

12.     MISCELLANEOUS.

        12.1    NOTICES. Any notice required or permitted hereunder shall be
                given in writing and shall be personally delivered or mailed
                by first class registered or certified mail, postage prepaid,
                return-receipt-requested, or transmitted by facsimile,
                telegram or telex, addressed to the Company or Employee at
                the address set forth on the signature page of this
                Agreement, or at such other addresses as such party may
                designate by five business day advance written notice to the
                other party. Each notice or communication that shall have
                been transmitted in the manner described above, or that shall
                have been delivered to a telegraph company, shall be deemed
                sufficiently given, served, sent or received for purposes at
                such time as it is sent to the addressee (with the return
                receipt, delivery receipt or (with respect to a telex) the
                answer back being deemed conclusive, but not exclusive,
                evidence of such sending) or at such time as delivery is
                refused by the addressee upon presentation.

        12.2    SEVERABILITY. Nothing in this Agreement shall be construed so
                as to require the commission of any act contrary to law and
                wherever there is any conflict between any provision of this
                Agreement and any law, statute, ordinance, order or
                regulation, the latter shall prevail, but in such event any
                necessary action will be taken to bring it within applicable
                legal requirements. If any provision of this Agreement should
                be held invalid or unenforceable, the remaining provisions
                shall be unaffected by such a holding.

        12.3    COMPLETE AGREEMENT. This Agreement contains the entire
                Agreement and understanding between the parties relating to
                the subject matter hereof, and supersedes any prior
                understandings, agreements or representations by or between
                the parties, written or oral, relating to the subject matter
                hereof.

        12.4    SUCCESSORS OR ASSIGNS. This Agreement and the rights and
                obligations of the parties hereto shall bind and inure to the
                benefit of any successor or successors of the Company by way of
                reorganization, merger or consolidation and any


                                  9.



<PAGE>

                assignee of all or substantially all of its business assets,
                but except as to any such successor or assignee of the
                Company, neither this Agreement nor any rights or benefits
                hereunder may be assigned by the Company or Employee.
                However, in the event of death of Employee all rights to
                receive payments hereunder shall become rights or benefits
                hereunder may be assigned by the Company or Employee.
                However, in the event of the death of Employee all rights to
                receive payments hereunder shall become rights of Employee's
                estate.

        12.5    SECTION HEADINGS. The section heading used in this Agreement
                are included solely for convenience and shall not affect, or
                be used in connection with, the interpretation of this
                Agreement.

        12.6    GOVERNING LAW. This Agreement shall be governed and construed
                in accordance with the laws of the State of Delaware.

        12.7    ARBITRATION: All disputes between the parties arising under
                this Agreement shall be finally decided through binding
                arbitration before Judicial Arbitration & Mediation Services,
                Inc. ("JAMS/ENDISPUTE") in San Francisco, California, and
                judgment on any arbitration award may be entered in any court
                having jurisdiction over the parties or their assets.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of this date, January 1, 1999

COMPANY:                                           EMPLOYEE:




By:    /s/ Patrick A. Grotto                       By:    /s/ Todd Carter
       ---------------------                              ---------------------
Name:  Patrick A. Grotto                           Name:  Todd Carter
Title: President & CEO                             SSN:



By:    /s/ Jon M. Bloodworth
       -------------------------
Name:  Jon M. Bloodworth
Title: Secretary General Counsel