Sample Business Contracts

Employment Agreement [Amendment No. 1] - Factual Data Corp. and Marcia R. Donnan

Employment Forms

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  • 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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15 day of April, 1998, by and between Factual Data Corp., a Colorado
corporation (hereinafter referred to as "FDC"), and Marcia R. Donnan
(hereinafter referred to as "Donnan").

                                WITNESSETH THAT:

         WHEREAS, FDC and Donnan entered into an Employment Agreement dated
July 1, 1997 (the "Employment Agreement"); and

         WHEREAS, the Board of Directors of FDC have authorized an amendment to
said Employment Agreement regarding the addition of certain severance pay upon
a change in control of FDC;

         NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties,
intending legally to be bound, agree as follows:

         Section 14 of the Employment Agreement regarding termination is hereby
replaced in its entirety with the following provision:

14.      Termination.

         14.1    By Donnan.  Donnan may at his sole option, terminate this
Agreement, upon ninety (90) days written notice to FDC.  Upon such termination
by Donnan, FDC shall have no further liabilities or obligations to Donnan
hereunder; except under Section 8 (Indemnification), and Donnan's only further
liabilities to FDC shall be his covenants under Section 5 (Disclosure of
Information), and Section 6 (Covenant not to Compete), which Sections shall
survive termination of this Agreement.

         14.2    By FDC.  FDC may terminate Donnan's employment hereunder
during the term or any extended term hereof only (1) in the event of Donnan's
death or disability, subject to the provisions of Section 4.2 above; (2) "for
cause," which shall be defined as "the failure of Donnan for any reason, within
thirty (30) days after receipt by Donnan of written notice thereof from FDC, to
correct, cease, or otherwise alter any action or omission to act that
constitutes a material and willful breach of this Agreement likely to result in
material damage to FDC, or willful gross misconduct likely to result in
material damage to FDC"; or (3) in the event of a "change in control" of the
Company.  Upon such termination "for cause" under subsection (2) of this
Section 14.2, FDC shall have no further liabilities to Donnan, except under
Section 8 (Indemnification), and Donnan's only further liabilities to FDC shall
be her covenants under Section 5 (Disclosure of Information), and
<PAGE>   2
Section 6 (Covenant Not to Compete), which Sections shall survive termination
of this Agreement.  The term "change in control" as used in this subsection (3)
of this Section 14.2 shall mean any statutory merger, statutory consolidation,
sale of all or substantially all of the assets of the Company, or sale,
pursuant to an agreement with the Company, of securities of the Company
pursuant to which the Company is not the surviving or acquiring company or the
Company is or becomes a wholly-owned subsidiary of another company after the
effective date of the transaction.

         IN WITNESS WHEREOF, FDC and Donnan have duly executed this Agreement
as of the day and year first above written.

ATTEST:                              FACTUAL DATA CORP.
   /s/ James N. Donnan               By:     /s/ Jerald H. Donnan     
-------------------------------          ------------------------------
James N. Donnan                          Jerald H. Donnan
Secretary                                Chief Executive Officer
                                       /s/ Marcia R. Donnan              
                                     Marcia R. Donnan