Sample Business Contracts

Employment Agreement - inc. and Robert S. Sherman

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

Sponsored Links

                                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, inc., a
Delaware corporation located at 701 Battery Street, 3rd Floor, San Francisco,
California 94111 ("Company") and the individual specified on the signature page


R1.      The parties desire to memorialize the employment relationship of
         Employee with the Company.

R2.      The Board of Directors of the Company has approved and authorized the
         entry into this Agreement with Employee.

R3.      The parties hereby enter into this Agreement setting forth the terms
         and conditions for the employment relationship of Employee with the

                               TERMS & CONDITIONS

1.       EMPLOYMENT: From the Effective Date through the term of this Agreement,
         Employee is employed as President 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
         company's Board of Directors 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.


2.1      SALARY: The Company agrees to pay Employee from the Effective Date at
         an annual rate equal to ONE HUNDRED SEVENTY FIVE THOUSAND dollars
         ($175,000) ("Salary"), with such subsequent increases in Salary during
         the term of the 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 ONE HUNDRED SEVENTY FIVE
         THOUSAND dollars ($175,000) 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 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
         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 the Salary under Section 2.1 above, the
         Company shall pay to Employee an annual bonus of FIFTY PERCENT (50%) of
         the 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.

         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. No other compensation
         provided for in this Agreement shall be deemed a substitute for
         Employee's right to participate in such bonuses.


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 living and travel 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 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 officer 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 begin
         on or before November 1, 1999, and continue until December 31, 2001.
         This Agreement shall be automatically renewed for an subsequent
         three-year term, unless either Employee or 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 (6) 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

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 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 (c) 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

7.4      TERMINATION BY EMPLOYEE: 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 by the terminating party 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 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.


         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 and 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) sixty percent of his Salary at the rate in
         effect under 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, and 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 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 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 and 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 of 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 taking action to collect such
         amounts or otherwise to enforce this Agreement, plus interest on such
         amounts at the rate of one percent above prime rate (defined as the
         base rate on corporate loans at large US 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 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
         Plan, 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 Employee and the compensation to be paid and benefits to be
         received therefor, and 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 EMPLOYEE'S WORK: All improvements, discoveries,
         inventions, designs, documents, licenses and patents, software
         programs, or other data devised, conceived, made, developed, obtained,
         filed, perfected, acquired, or first reduced to practice, in whole or
         in part, by Employee during the term of this Agreement, and related in
         any way to the business, including research and development, of the
         Company or any subsidiary of 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, 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,
         patents, 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.

         acknowledges that the terms "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 or otherwise), customer lists, telephone numbers, names,
         addresses, information about equipment and processes (including
         specifications and operating manuals), or any other compilation 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 or 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 and 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
         term 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"
         basis) or entity any Confidential and 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.

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
         Company. Employee shall not, during the term of this Agreement, have
         any other paid employment other than with a subsidiary or 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.


12.1     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 in
         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 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 of Employee's estate.

12.5     SECTION HEADINGS: The section headings 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: Any and 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, October 18, 1999.

COMPANY:                                             EMPLOYEE:

By:      /s/                                By:      /s/
         ------------------------                    ------------------------

Name:  Patrick A. Grotto                    Name:    Robert S. Sherman
Title: Chairman & Chief Executive Officer   SSN: