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Employment Agreement - Critical Path Inc. and Tracy Currie

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                               [CRITICAPATH LOGO]

November 4, 2002

Tracy Currie
c/o Critical Path
350 The Embarcadero
San Francisco, CA  94105

Dear Tracy,

On behalf of Critical Path, Inc. (the "Company"), I am pleased to offer you the
position of Executive Vice President, Operations & General Manager, Hosted
Organization. Speaking for myself, as well as other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

The terms of your employment with the Company are set forth below:

POSITION          You will be Executive Vice President, Operations and General
                  Manager, Hosted Services for the Company, working out of the
                  Company's offices in Denver and reporting to the Chief
                  Executive Office and Chairman of the Board of Directors. You
                  will also serve as a member of the Executive Committee. This
                  is a regular, full-time, exempt position.

                  You agree to the best of your ability and experience that you
                  will at all times loyally and conscientiously perform all of
                  the duties and obligations required of and from you pursuant
                  to the express and implicit terms hereof, and to the
                  reasonable satisfaction of the Company. During the term of
                  your employment, you further agree that you will devote
                  substantially all of your business time and attention to the
                  business of the Company (not including your work as an outside
                  director of FNStar, Inc., and for non-profits and similar
                  civic activities). You may also hold other outside
                  directorships, provided that they are disclosed and consent is
                  first obtained from Critical Path, not to be unreasonably
                  withheld. You will be based in the Denver, Colorado
                  Metropolitan area in offices to be obtained as soon as
                  practicable, and your business travel (including your travel
                  to the Company's offices in San Francisco) will be reimbursed
                  by the Company. It is expected that your travel time will not
                  exceed 50% of your ordinary working time.

START DATE        Subject to fulfillment of any conditions imposed by this
                  letter agreement, you will commence this new position with the
                  Company on Monday, October 21, 2002. Your new hire orientation
                  will take place at a future date and time.

COMPENSATION      Your base salary will be $250,000 on an annualized basis. Your
                  salary will be payable in two equal payments per month
                  pursuant to the Company's regular payroll practices.

BONUS             You will be eligible to participate in a Critical Path
                  Incentive Bonus Plan. Your on-target bonus earnings at 100%
                  attainment is $250,000 annually, and your on-target bonus
                  earnings at 200% attainment is $500,000. The specifics of your
                  Plan are outlined in Exhibit B.

SEVERANCE         Following six (6) months of continuous service to the Company
                  (including time spent as a consultant prior to the acceptance
                  of this offer) and upon your involuntary termination


                  or resignation for Good Reason, you will receive, in exchange
                  for a full and complete release of, and covenant not to sue
                  with respect to, any claims or causes of action you may have
                  against the Company, its officers, directors, employees,
                  agents or affiliates, in the form prepared by counsel to the
                  Company and reasonably acceptable to you and your counsel, six
                  (6) months of then-current base salary. All as such terms are
                  defined in Appendix A.

REVIEW            Your base salary will be reviewed annually as part of the
                  Company's salary review process. However, nothing in this
                  provision changes the at-will nature of the employment

BENEFITS          The Company will provide you and your eligible dependents with
                  generous Medical, Dental, and Vision benefits. You will also
                  receive Short-term Disability, Long-term Disability, and Life
                  Insurance. In addition, the Company offers employees the
                  opportunity to participate in its Flexible Spending Account,
                  Employee Assistance Program, 401(k) Plan, and Employee Stock
                  Purchase Plan. A complete overview of benefits will be
                  presented to you at a future date.

PAID TIME OFF     You will receive 18 paid days off per year for the first four
                  complete years of service, which will be available from the
                  first day of your employment. Additional Paid Time Off will
                  accrue at the rate of 6 hours per pay period, or 12 hours per
                  month. You will also be entitled to standard Company holidays.

STOCK OPTIONS     In connection with the commencement of your employment, the
                  Company will recommend that the Employee Stock Compensation
                  Committee and/or Board Compensation Committee grant you an
                  option to purchase 700,000 shares of the Company's Common
                  Stock ("Shares") with an exercise price equal to the closing
                  price of Critical Path's stock on the last trading day prior
                  to the date of Grant. These Shares will vest over four years
                  with 1/48th of the original grant vesting monthly Vesting
                  will, of course, depend on your continued employment with the
                  Company. These Shares will be subject to the terms of the
                  applicable Company Stock Option Plan and the Stock Option
                  Agreement between you and the Company. You shall be entitled
                  to a one year exercise period should your employment terminate
                  by reason of your death or disability, or involuntarily
                  without Cause or for Good Reason. Otherwise the exercise
                  period shall be ninety (90) days.

                  In the event of a Change of Control of the Company, any
                  unvested Shares originally granted will vest immediately
                  should your employment be terminated without Cause or if you
                  terminate your employment for Good Reason, each such event
                  occurring within twelve (12) months of such Change of Control,
                  all as such terms are defined in Appendix A.


                  For purposes of federal immigration law, you will be required
                  to provide to the Company documentary evidence of your
                  identity and eligibility for employment in the United States.
                  A list of acceptable documents is available for your
                  reference. Please have your identity and employment
                  eligibility document(s) with you for your new hire


                  Your acceptance of this offer and commencement of employment
                  with the Company is contingent upon the execution and
                  submission of the Company's Proprietary Information and
                  Inventions Agreement ("Proprietary Agreement"), a copy of
                  which has been provided to you with this offer letter.


                  Notwithstanding the Company's obligation described herein,
                  your employment with the Company will be on an "at-will"
                  basis, meaning that either you or the Company may

                                                             Critical Path, Inc.
                                                                          Page 2


                  terminate your employment at any time for any reason or no
                  reason, without further obligation or liability other than as
                  specifically set forth herein.


                  You and the Company ("the parties") agree that any dispute
                  arising out of or related to the employment relationship
                  between them, including the termination of that relationship
                  and any allegations of unfair or discriminatory treatment
                  arising under state or federal law or otherwise, that cannot
                  be resolved through the Company's informal grievance
                  procedure, shall be resolved by final and binding arbitration
                  in San Francisco, California, except where the law
                  specifically forbids the use of arbitration as a final and
                  binding remedy. The following dispute resolution shall apply:

                  (a)   The complainant shall provide the other party with a
                        written statement of the claim identifying any
                        supporting witnesses or documents and the requested

                  (b)   The respondent shall furnish a statement of the relief,
                        if any, that it is willing to provide, and identify
                        supporting witnesses or documents. If the matter is not
                        resolved, the parties shall submit the dispute to
                        nonbinding mediation, paid for by the Company, before a
                        mediator to be selected by the parties.

                  (c)   If the matter is not resolved through mediation, the
                        parties agree that the dispute shall be resolved by
                        binding arbitration. If the parties are unable to
                        jointly select an arbitrator, they will obtain a list of
                        arbitrators in San Francisco County, California, from
                        the Federal Mediation and Conciliation Service and
                        select an arbitrator by striking names from that list.

                  (d)   The arbitrator shall have the authority to determine
                        whether the conduct complained of in section (a) of this
                        section violates the complainant's rights and, if so, to
                        grant any relief authorized by law; subject to the
                        exclusions of section (g) below. The arbitrator shall
                        not have the authority to modify, change, or refuse to
                        enforce the terms of any employment agreement between
                        the parties, or change any lawful policy or benefit

                  (e)   The Company shall bear the costs of the arbitration if
                        you prevail. If the Company prevails, you will pay half
                        the cost of the arbitration or $500, whichever is less.
                        Each party shall pay its own attorney's fees, unless the
                        arbitrator orders otherwise pursuant to applicable law.

                        THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH

                  (g)   The parties agree that the arbitration award shall be
                        enforceable in any court having jurisdiction to enforce
                        this agreement, so long as the arbitrator's findings of
                        fact are supported by substantial evidence on the whole
                        and the arbitrator has not made errors of law; however,
                        either party may bring an action in a court of competent
                        jurisdiction regarding or related to inventions that you
                        may claim to have developed prior to joining the
                        Company, pursuant to California Labor Code Section 2870
                        ("Disputes Related to Inventions"). The parties further
                        agree that for Disputes Related to Inventions which the
                        parties have elected to submit to arbitration, each
                        party retains the right to seek preliminary injunctive
                        relief in court in order to preserve the status quo or
                        prevent irreparable injury before the matter can be
                        heard in arbitration.

                                                             Critical Path, Inc.
                                                                          Page 3



                  This offer is null and void if not accepted or declined by
                  close of business on or before November 8, 2002. This offer is
                  also contingent upon receiving your completed employment
                  application and the successful results of our independent
                  verification of your application. We are delighted to be able
                  to extend you this offer and look forward to working with you.
                  To indicate your acceptance of the Company's offer, please
                  sign and date this letter in the space provided below and
                  return it to the Human Resources department (if by fax, then
                  to 415.541.2301), along with a signed and dated copy of the
                  Proprietary Agreement. This letter, together with the
                  Proprietary Agreement, constitute the full, complete, and
                  exclusive agreement between you and the Company regarding the
                  matters herein and supersedes any prior representations or
                  agreements, whether written or oral. This letter may not be
                  modified or amended except by a written agreement, signed by
                  the Company and by you.

ACCEPTED AND AGREED:                                CRITICAL PATH, INC.

Name: Patrick Tracy Currie                   By: /s/William E. McGalshan
                                                    William E. McGlashan, Jr.
                                                    Chief Executive Officer and
Signed: /s/ Patrick Tracy Currie                    Chairman of the Board of
        -----------------------------               Directors


                                                             Critical Path, Inc.
                                                                          Page 4


                                   Appendix A

                                   APPENDIX A

"Change of Control" shall mean the consummation of one of the following: (i) the
acquisition of 50% or more of the outstanding stock of the Company pursuant to a
tender or exchange offer validly made under any federal or state law (other than
a tender offer by the Company) or other share acquisition transaction; (ii) a
merger, consolidation or other reorganization of the Company (other than a
reincorporation of the Company), if after giving effect to such merger,
consolidation or other reorganization of the Company, the shareholders of the
Company immediately prior to such merger, consolidation or other reorganization
do not represent a majority in interest of the holders of voting securities (on
a fully diluted basis) with the ordinary voting power to elect directors of the
surviving entity after such merger, consolidation or other reorganization; (iii)
the sale of all or substantially all of the assets of the Company to a third
party who is not an affiliate of the Company.

"Cause" shall mean (i) failure or refusal to perform a lawful directive of the
Board of Directors of the Company that is consistent with your duties and
responsibilities as set forth in paragraph 1 hereof (provided, that the Company
provides to you written notice specifying the nature of such failure or refusal
and the actions needed to be taken by you to cure the same and such failure or
refusal is not cured by you within thirty (30) days of receipt of such notice),
(ii) you shall have been determined by a majority vote of the entire Board of
Directors to be guilty of willful misconduct or be in material violation of your
fiduciary obligations to the Company (provided, that the Company provides to you
written notice specifying the nature of such breach and actions needed to be
taken by you to cure same and such breach is not cured by you within ten (10)
days of receipt of such notice), (iii) you perform your duties in a grossly
negligent manner, or (iv) are convicted of any crime that has a material adverse
impact on (A) your ability to perform your duties hereunder, (B) the Company or
(C) the Company's business.

"Good Reason" shall be deemed to occur if there is (a)(1) a material adverse
change in employee's position causing such position to be of significantly less
stature or of significantly less responsibility, (2) a material adverse change
in title, (3) employee no longer reports to the Chief Executive Officer, (4) a
material material reduction of employee's base salary (5) a material change in
your bonus structure or bonus targets such that your total potential
compensation will necessarily be materially reduced, (6) employee receives a
written request of the Board of Directors to relocate from the Denver
Metropolitan area, and employee's refusal to relocate; and (b) within the sixty
(60) day period immediately following any of the foregoing events employee
elects to terminate his employment voluntarily.

                                                             Critical Path, Inc.
                                                                          Page 5


                                    Exhibit B

                                 2003 BONUS PLAN

This Plan Covers Calendar 2003 only. Any bonus payable for revenue generated in
2004 shall be subject to a new plan to be negotiated.


     -   Hosted Services: Business units that include world wide hosted
         messaging, Supernews and worldwide product service and support of
         hosted messaging.

     -   Baseline Revenue: Monthly recognized revenue in Hosted Services for
         October 2002. Baseline Revenue will be adjusted pro-rata in event of a
         sale or discontinuation of a portion of Hosted Services (e.g. Supernews
         or CPP).

     -   Exit Run Rate Revenue: Hosted Services revenue recognized in the last
         month of a quarterly reporting period (March, June, September and
         December) in Hosted Services, as reported by CP Finance.

     -   Salary: Base salary as described above, subject to review in December
         of each year.

     -   Recurring Revenue Target: = $625,000.

     -   Incremental Revenue: Exit Run Rate Revenue less Baseline Revenue

Tier One Bonus

     -   Quarterly Calculation: Tier One Bonus = [Salary * (Incremental Revenue
         /Recurring Revenue Target)] less all previous quarters Tier One Bonus
         payment amounts.

     -   Timing and Payments: Critical Path will calculate the Tier One Bonus at
         the end of each calendar quarter. Critical Path will pay you the
         Quarterly Calculation as your quarterly Tier One Bonus payment, payable
         in the month directly following such calendar quarter; provided that
         for Q1 2003, Critical Path will pay you the greater of: 1) the
         Quarterly Calculation or 2) 20% of your annual Salary. The Tier One
         Bonus will not exceed 100% of Salary. All Tier One Bonus payments
         (including the 20% minimum) will be adjusted for year end actual
         results against Target with the January 2004 payment.

     -   In the event you are terminated other than for Cause at any time or you
         resign for Good Reason, then you shall be paid for the period you were
         employed but not yet bonus compensated by applying the Quarterly
         Calculation using the Exit Run Rate Revenue for the last full month of
         employment. The resulting Tier One Bonus amount shall be prorated to
         the number of business days actually employed during the related

Tier Two Bonus

     -   Quarterly Calculation: Tier Two Bonus = [(Exit Run Rate Revenue for
         current quarter less Baseline Revenue less Recurring Revenue Target) *
         0.067 * 12)] less all previous quarters Tier Two Bonus payment amounts.

     -   Timing and Payment: Critical Path will calculate the Tier Two Bonus at
         the end of each calendar quarter. Critical Path will pay all amounts
         due to you from the Tier Two Bonus in the month directly following such
         calendar quarter.

     -   In the event you are terminated other than for Cause or you resign for
         Good Reason, then you shall be paid for the period you were employed
         but not yet bonus compensated by applying the Quarterly Calculation
         using the Exit Run Rate Revenue for the last full month of employment.
         The resulting Tier Two Bonus amount shall be prorated to the number of
         business days actually employed during the related period.

                                                             Critical Path, Inc.
                                                                          Page 6