Sample Business Contracts

Employment Agreement - OLD RIG Inc. and David M. Schaffel

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.
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                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT  AGREEMENT is executed this 24 day of April,  1998,
and effective as of January 1, 1998 (the "Effective  Date"),  by and between OLD
RIG,  Inc.  ("OLD  RIG"  and,  prior  to the  Assignment  (defined  below),  the
"Company"),  a  Delaware  corporation  which is the  general  partner  of Realty
Information Group, L.P. ("RIGLP"), a Delaware limited partnership,  and David M.
Schaffel ("Executive").

                  WHEREAS,  Executive has been heretofore employed by OLD RIG in
the capacity of Vice President of Product Development;

                  WHEREAS, OLD RIG desires to retain Executive in such capacity;

                  WHEREAS, Executive desires to remain employed in such capacity
by OLD RIG upon the terms and conditions hereinafter set forth; and

                  WHEREAS,   Executive  and  OLD  RIG  acknowledge  that  it  is
presently  contemplated that, in connection with an initial public offering (the
"Offering") of, or other significant transaction involving,  the stock of Realty
Information Group, Inc., a Delaware corporation ("RIG" and, after the Assignment
(defined  below),  the "Company"),  formerly known as Realty  Information  Group
(Delaware),  Inc., (i) OLD RIG and RIGLP will be consolidated with RIG, and (ii)
this Employment  Agreement will be automatically  assigned to and assumed by RIG
pursuant to Section 15 without further action by any party.

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound hereby,  and in consideration  of the mutual  covenants herein  contained,
agree as follows:

                  1.  Employment.  The Company agrees to employ Executive at the
Company's  offices in the greater  Washington  metropolitan  area, and Executive
agrees  to be so  employed,  in  the  capacity  of  Vice  President  of  Product
Development.   Executive   shall  perform  such  functions  and  undertake  such
responsibilities  as are  assigned  from  time to time by the  President  of the
Company or the Board of  Directors.  The Company and  Executive  agree that this
agreement  terminates and replaces any previous  employment  agreements  between
Executive and the Company.

                  2.  Term.  The  term  of  Executive's  employment  under  this
Agreement  shall  commence  on the  Effective  Date and shall  continue  for the
initial term set forth of two (2) years (the "Initial Term"),  and for automatic
and  successive  renewal terms of one (1) year each (each,  a "Renewal Term" and
collectively,  the  "Renewal  Terms"),  unless  either the Company or  Executive
elects  not to extend the term  beyond  the  Initial  Term or any  Renewal  Term
(herein,  the Initial  Term or a Renewal  Term is  sometimes  referred to as the
"Current  Term")  and  gives  to  the  other  party  hereto  written  notice  of
termination  at least six (6) months  prior to the end of the Initial Term or at
least three (3) months prior to the end of the Renewal Term.



                  3.  Full time and  efforts.  Executive  shall  diligently  and
conscientiously de vote his full time,  exclusive  attention and best efforts to
his duties under this contract.

                  4.  Compensation.

                      (a)  Commencing as of the Effective Date of this Agreement
and until the Offering,  the Company shall pay Executive base  compensation  for
his  services  at the  annual  rate then in effect  under  Executive's  existing
arrangements  with the Company (the "Base  Compensation").  Commencing as of the
effective date of the Offering,  Executive's Base Compensation shall be $120,000
per year.  The President of the Company in  consultation  with the  Compensation
Committee of the Board of the Company will review  Executive's  performance  and
determine any appropriate increases annually thereafter. Base Compensation shall
be payable in biweekly or such other  installments  as shall be consistent  with
the Company's payroll procedures for its senior executives.

                      (b)  In addition,  Executive  shall be eligible to earn an
annual  performance  bonus (the "Annual Bonus") pursuant to criteria  negotiated
with the  President and approved by the  Compensation  Committee of the Board of
Directors  of the  Company.  The  Annual  Bonus,  if any,  shall be paid  within
one-hundred twenty (120) days of the end of the relevant measuring period. It is
expected  that the Annual  Bonus will be at a target  level of not less than 25%
nor more than 50% of the Base Compensation paid during such calendar year.

                      (c)  RIG  shall  adopt  as of  the  effectiveness  of  its
Offering,  and maintain for the benefit of Executive  for as long as any options
are outstanding,  a Stock Option Plan (the "Stock Option Plan"). Under the Stock
Option Plan, RIG will grant to Executive as of the effectiveness of the Offering
an option to purchase  such number of shares of RIG common stock as 12,849 units
of RIGLP would be converted in the Offering.  The exercise  price of the options
shall be the fair market value of such stock on the grant date  (measured by the
price of such  stock  determined  at the  pricing  meeting  of  underwriters  in
connection  with the  Offering).  Options  granted to Executive  under the Stock
Option Plan may be  non-qualified  stock  options or "incentive  stock  options"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code"). Such options shall vest: 25% upon the effectiveness of the
Offering;  25% on December  31,  1998;  25% on  December  31,  1999;  and 25% on
December 31, 2000.

                      (d)  In the event  that no  Offering  shall  occur but the
Company,  OLD RIG or RIGLP shall  consummate a  Significant  Equity  Transaction
during the term of this Agree ment, then  immediately  prior to the consummation
of such  transaction  the Company,  OLD RIG or RIGLP,  as the case may be, shall
grant to  Executive  options to purchase  40,000  shares of common  stock of the
Company,  12,849 shares of OLD RIG or 12,849 units of RIGLP, as the case may be,
at a price per share or unit equivalent to the price being paid by the purchaser
in such Significant  Equity  Transaction.  Such options will vest as provided in
Section 4(c). For purposes of this clause (d),  "Significant Equity Transaction"
shall mean any equity funding of the

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Company, OLD RIG or RIGLP, as the case may be, in which the purchaser invests at
least $15 million in such entity or entities.

                  5.  Benefits.  Executive  shall be entitled to participate in,
and  receive  benefits  from any  insurance,  medical,  disability,  vacation or
pension  plan  of the  Company  for  which  Executive  satisfies  the  generally
applicable  criteria for eligibility,  and to other  perquisites which may be in
effect at any time during the term hereof that are generally available to senior
executive officers of the Company.

                  6.  Expense   reimbursement.   The  Company  shall   reimburse
Executive  for all  categories  of expenses  incurred in carrying out his duties
under this  Agreement  that the  Company's  policies  regard as  reasonable  and
necessary.  Executive shall present to the Company from time to time an itemized
account of such expenses in any form required by the Company.

                  7.  Termination without cause.

                      (a)  By  the  Company.  The  Company  may  terminate  this
Agreement  without cause upon sixty (60) days' written notice.  In such an event
(i) all of Executive's  unvested options due to vest within the next twelve (12)
months will vest and (ii) Executive  will, as severance and  liquidated  damages
and in  consideration of his execution of a complete and absolute release of the
Company  and its  officers  from any and all  further  claims,  receive (A) on a
monthly basis, as if he had not been terminated, all payments (other than bonus)
he would  have  received  for the  greater of (x) the term  remaining  under the
Agreement had he not been terminated or (y) six months, and (B) a pro rata share
of any  bonus  based  upon that  portion  of such  calendar  year  during  which
Executive was employed.

                      (b)  By Executive.  Executive  may without cause terminate
this  Agreement,  by giving one hundred eighty (180) days' written notice during
the Initial Term,  or ninety (90) days' written  notice during any Renewal Term,
to the Company. In such event, at the sole discretion of the Company,  Executive
shall  continue  to  render  all  services.  Executive  shall  be paid  the base
compensation,  accrue  bonus and vest options as provided by Section 4 up to the
date of  termination,  but  shall  not  receive  any  salary  or  bonus  payment
thereafter  nor  shall  any  stock  option  that  is  not  otherwise  vested  or
nonforfeitable  on the date of termination  become vested or  nonforfeitable  on
such date.

                  8.  Termination  after merger or acquisition.  In the event of
the merger of the Company or the acquisition,  directly or indirectly, of all or
substantially  all of the  Company's  assets or a  controlling  interest  in the
voting shares of the Company by an  unaffiliated  party (a "Change of Control"),
Executive  may elect to treat that event as a  termination  without cause unless
the new party:  (a) extends to him a reasonable  offer to (i) be retained by the
Company in an executive position of  responsibility,  authority and compensation
comparable  in  material  respects  (including  location)  to  the  position  of
Executive  immediately  prior to the Change of  Control,  (ii) retain all rights
accorded under this Agreement and (iii) be afforded all privileges

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accorded to other executives of the Company;  and (b) in fact retains  Executive
in such  capacity  for at least  twelve (12) months after the Change of Control.
Executive  acknowledges and agrees that the transactions described in the fourth
recital shall not constitute a "Change of Control."

                  9.  Termination  for cause.  The  Company may  terminate  this
Agreement  (a) for cause at any time by  notifying  Executive in writing of such
termination  and the cause thereof or (b) in the event of  Executive's  death or
prolonged  disability;  provided,  however,  that the only grounds  constituting
cause shall be: (i)  Executive's  gross  negligence  in the  performance  of his
duties hereunder,  intentional nonperformance or mis-performance of such duties,
or refusal to abide by or comply with the  reasonable,  material and  documented
directives  of the Board,  his  superior  officers,  or the  Company's  material
policies and procedures  (including without limitation the provisions of Section
10 hereof),  which actions continue uncured for a period of at least thirty (30)
days after receipt by Executive of written  notice of the need to cure or cease;
(ii) Executive's  willful  dishonesty,  fraud, or misconduct with respect to the
business or affairs of the Company; (iii) Executive's indictment for, conviction
of, or guilty or nolo contendere plea to, a felony;  and (iv) Executive's  abuse
of alcohol or drugs (legal or  illegal),  other than legal drugs taken under the
direction of a physician, that, in the Company's reasonable judgment, materially
impairs Executive's ability to perform his duties hereunder.  In any such event,
Executive  will forfeit all  unvested  options and all claims to bonuses not yet
awarded,  and  will be paid  through  the  date  of the  termination;  provided,
however, that in the event of termination for death or prolonged disability, all
unvested options shall immediately vest.

                  10. Confidentiality, Invention and Non-Compete Agreement.

                      (a)  During the term of this Agreement, and thereafter for
the duration of the period,  if any, that Executive  continues to be employed by
the Company  and/or any other entity owned by or affiliated  with the Company or
on an "at will" basis,  and thereafter for the  Non-Competition  Period (defined
below), Executive shall not, directly or indirectly, for himself or on behalf of
or in  conjunction  with any other person,  company,  partnership,  corporation,
business, group, or other entity (each, a "Person"):

                           (i)  engage,  as an officer,  director,  shareholder,
owner, partner, member, joint venturer, or in a managerial capacity,  whether as
an   employee,   independent   contractor,   consultant,   advisor,   or   sales
representative,  in any  business  selling  any  products  or services in direct
competition with the Company in the United States,  Canada,  the United Kingdom,
or other nations in which the Company is conducting or in which he was aware the
Company had plans to conduct  business within the eighteen (18) months following
his  termina  tion (the  "Territory");  provided,  however,  that the  foregoing
covenant  shall  not be  deemed  to  prohibit  Executive  from  acquiring  as an
investment  not more than one percent  (1%) of the capital  stock of a competing
business   whose  stock  is  traded  on  a  national   securities   exchange  or

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                           (ii)  call  upon any  Person  who is,  at that  time,
within the  Territory,  an  employee  of the Company for the purpose or with the
intent of enticing such employee away from or out of the employ of the Company;

                           (iii)  call upon any  Person  who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
within the  Territory  for the  purpose of  soliciting  or selling  products  or
services in direct competition with the Company within the Territory; or

                           (iv) on  Executive's  own  behalf or on behalf of any
competitor,  call upon any Person as a prospective  acquisition candidate for an
entity other than the Company or its affiliates who or that, during  Executive's
employment by the Company was, to Executive's  knowledge,  either called upon by
the  Company as a  prospective  acquisition  candidate  or was the subject of an
acquisition analysis conducted by the Company.  Executive, to the extent lacking
the knowledge described in the preceding  sentence,  shall immediately cease all
contact with any prospective  acquisition candidate upon being informed that the
Company had called upon such candidate or made an acquisition analysis thereof.

                      (b)  Executive acknowledges  that during the course of his
employment,  he may  develop  and obtain  access to trade  secrets,  proprietary
software and other "confidential  business  information" of the Company, such as
its  software  systems,  sources  of data,  databases  and  other  competitively
sensitive  information  kept in  confidence  by the Company  such as selling and
pricing  information and  procedures,  research  methodologies,  customer lists,
business and  marketing  plans,  and internal  financial  statements.  Executive
agrees  to not use or  disclose  any  trade  secrets,  proprietary  software  or
confidential  business  information  to which he is exposed or has access in the
course of his employment  with the Company,  even if elements of any of them may
belong to third parties, during his employment and for so long afterwards as the
Company  seeks to maintain  as  confidential  the  proprietary  software,  trade
secrets or confidential business information, whether or not the software, trade
secrets and confidential  business  information are in written or tangible form,
except as required and authorized  during the performance of Executive's  duties
for and with the  Company.  Executive  agrees  that,  given  the  nature  of the
Company's  business  and  business  plans  there  will  never  come a time  when
disclosure of the Company's proprietary software,  trade secrets or confidential
information would not be seriously injurious to the Company.

                      (c)  Executive  acknowledges  that he has been employed by
the Company  during its  critical  developmental  and  roll-out  stages and that
leaving  the  employ  of the  Company  to join  any  business  competitor  would
seriously hamper the business of the Company. Accordingly, Executive agrees that
the Company shall be entitled to injunctive relief to prevent him from violating
this  Section 10, in addition to all  remedies  permitted by law, to enforce the
provisions of this Agreement.  Executive further acknowledges that his training,
experience and technical skills are of such breadth that they can be employed to
Executive's  advantage in other areas which are not in direct  competition  with
the business of the Company on the date of

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termination of Executive's employment and consequently the foregoing obligations
will not unreasonably  impair Executive's ability to engage in business activity
after the termination of Executive's employment.

                      (d)  For purposes of this  Section 10, the term  "Company"
shall mean the Company and each of its  subsidiaries,  predecessors  in interest
and  successors;  and the term  "Non-Competition  Period"  shall mean the period
commencing  on the date hereof to and including  the second  anniversary  of the
date on which Executive ceases to be employed by the Company (provided, however,
that the  Non-Competition  Period,  during which the agreements and covenants of
Executive  made in this  Section 10 shall be  effective,  shall be  computed  by
excluding from such  computation any time during which Executive is in violation
of any provision of this Section 10).

                      (e)  The covenants  in this Section 10 are  severable  and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other  covenant.  If any provision of this Section 10 relating
to the time period or  geographic  area of the  restrictive  covenants  shall be
declared by a court of competent  jurisdiction to exceed the maximum time period
or  geographic  area,  as  applicable,  that such  court  deems  reasonable  and
enforceable,  said time  period or  geographic  area  shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such  court  deems   reasonable  and   enforceable   and  this  Agreement  shall
automatically  be  considered  to have been  amended and revised to reflect such
determination.  Upon termination of this Agreement for any reason, the covenants
specified in this Section 10 shall survive for the term specified herein.

                      (f)  All of the covenants  in this  Section  10  shall  be
construed as an agreement  independent of any other provision in this Agreement,
and the  existence  of any  claim or cause of action of  Executive  against  the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of such covenants.

                  11. Notices.  All  notices  required or  permitted to be given
under this Agreement shall be given by certified mail, return receipt requested,
to the parties at the following  addresses or to such other  addresses as either
may designate in writing to the other party.

                      (a)  If to the Company:

                           Andrew C. Florance
                           Chief Executive Officer
                           Realty Information Group
                           7475 Wisconsin Avenue
                           Sixth Floor
                           Bethesda, Maryland 20814
                           Telefax: 301-718-2444

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                      (b)  If to  Executive,  to  the  address  indicated  below
Executive's name on the signature page.

                  12. Arbitration.  The parties agree that any  dispute  between
the parties relating to this Agreement shall not be resolved in litigation,  but
instead shall be resolved in final,  binding  arbitration by a single arbitrator
under  the  auspices  of  the  American   Arbitration   Association  ("AAA")  in
Washington,  D.C. Any such  arbitration  shall be conducted in accordance to the
AAA's Employment Dispute Resolution Procedures.

                  13. Waiver of Breach.  The waiver by either party of  a breach
of any  provisions  of this  Agreement  by the  other  shall not  operate  or be
construed  as a waiver of any  subsequent  breach.  A delay or failure by either
party to exercise a right under this Agreement,  or a partial or single exercise
of that right, shall not constitute a waiver of that or any other right.

                  14. Governing  Law.  The  Agreement  shall  be governed by and
construed and enforced in accordance with the laws of the State of Delaware.

                  15. Binding  Effect.  This Agreement shall be binding upon and
shall  inure to the benefit of the Company  and its  respective  successors  and
assigns but the rights and  obligations of Executive are personal and may not be
assigned  or   delegated   without  the   Company's   prior   written   consent.
Notwithstanding the preceding sentence, OLD RIG shall be permitted to assign all
of its obligations  hereunder to RIG and such assignment shall be deemed to have
occurred upon the  effectiveness of the  consolidation of OLD RIG and RIGLP with
RIG (the "Assignment").

                  16. Counterparts.  This Agreement,  for the convenience of the
parties, may be executed in any number of counterparts,  all of which when taken
together shall constitute one and the same Agreement.

                  17. Entire  Agreement  concerning  Employment;   Supremacy  of
Employment Agreement. This Agreement, together with Executive's arrangement with
the Company concerning the forgiveness of debt relating to his purchase of units
in RIGLP, constitutes the entire Agreement between the parties as to Executive's
employment  and  compensation  therefor and  supersedes and replaces any and all
agreements,  written or oral,  as to such  matters.  This  Agreement  may not be
modified or amended orally,  but only by an agreement in writing,  signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.  If there is any conflict with respect to Executive between
the  provisions of this Agreement and the provisions of either the bonus plan or
the Stock Option Plan, as applicable,  the  provisions of this  Agreement  shall

                  18. Amendments. This Agreement may be amended only in writing,
signed by both parties.

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                  In witness whereof,  Company has by its appropriate  officers,
signed and affixed its seal and Executive has signed and sealed this  Agreement,
to be effective as of the last date noted below.

OLD RIG, INC.                                EXECUTIVE

By:/s/ Andrew C. Florance                    /s/ David M. Schaffel
    --------------------------               -----------------------------------
                                             Name:  David M. Schaffel

Date: March 24, 1998                         Date:  March 24, 1998 
     -------------------------                    ------------------------------





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