Sample Business Contracts

Employment Agreement - First Virtual Holdings Inc. and John Stachowiak

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October 14, 1996

John Stachowiak
Bellevue, WA 98006

Dear John:

This letter is to formalize our offer to you for employment with First Virtual
Holdings Incorporated as Vice President, Finance & Administration and Chief
Financial Officer reporting directly to the Chairman and CEO, or such other
Officer as the Board of Directors may designate.

Salary and Bonus.

The initial annual salary shall be $200,000 payable two times each month, and
we will give you a periodic review of performance and wages on not less than an
annual basis.

Option Grant.

We will also grant you Incentive Stock Options ("Options") to purchase 100,000
shares of Common stock at an exercise price of $11 per share. These Options
shall vest in accordance with the 1995 Stock Option Plan, which provides that
25% of the shares subject to the option shall vest and become exercisable on
the first anniversary of the vesting commencement date, and an additional
1/48th of the shares subject to the option shall vest at the end of each
one-month period thereafter and become exercisable provided in each case that
the optionee remains an employee and/or consultant of the Corporation.

In consideration of your execution of this Agreement, we will also grant you an
Incentive Stock Option to purchase 25,000 shares of Common stock at an exercise
price of $11.00 per share. This Incentive Stock Option shall vest 180 days
after the Company's Initial Public Offering ("IPO") provided that you agree
that said Incentive Stock Option is subject to any lock up agreement required
by the Company's underwriters ("Signing Option"). In the event the Company does
not complete an IPO within twelve months of the date of this letter, the
Signing Options shall vest along with all other Options in
<PAGE>   2
Mr. John Stachowiak
October 14, 1996
Page 2

accordance with the 1995 Stock Option Plan with the inception date the same as
those of the Options.

Relocation and Travel Expenses.

We understand that             will remain in Seattle for a period while     
                             . Therefore during your first two years of
employment, the Company would further agree to pay all your Relocation and
Travel Expenses up to $50,000 per year. This right to reimbursement will
terminate at the earlier of two years from the date of your execution of this
Agreement or the date             moves to San Diego permanently. Relocation
and Travel Expenses shall include all necessary and reasonable expenses and
costs associated with the relocation of you and your family, household goods
and vehicles to San Diego and all expenses related to your travel between
Seattle and San Diego. Relocation and Travel Expenses shall include by way of
explanation and not limitation, the following:

(i) trips to the San Diego area for you and your family to locate a suitable
residence; and,

(ii) commissions, fees, escrow fees, loan origination or assumption fees, and
all other closing costs associated with the sale of your residence in Bellevue
and purchase of a residence in the San Diego area; and,

(iii) moving expenses for all household goods; and,

(iv) travel and temporary living expenses (rent, food, telephone) in the San
Diego area for the initial two years; provided however, that all such expenses
must be supported by receipts and must be reasonable in light of the
reimbursement sought.

Other Benefits.

You will be entitled to three weeks paid vacation during each year of
employment. You shall be eligible to participate in the existing plans for
group life, health and accident insurance plans, and as the Company may adopt
in the future.

Representations and Warranties.

You represent and warrant that no prior contract or agreement to which you are
a party or any prior performance of any such agreement will interfere in any
manner, or conflicts with, the terms of and complete performance of this

This offer is subject to your agreement to the terms and conditions found in
Appendices A and B. Appendix A includes basic contractual terms and a customary
form of
<PAGE>   3
Mr. John Stachowiak
October 14, 1996
Page 3

employee Proprietary Information and Confidentiality Agreement. Appendix B
includes the Company's Voice-mail Policy and E-mail Policy. This letter along
with Appendix A and B form your employment agreement with the Company.

Your execution of this letter will create a binding agreement between you and
the Company. We are excited to have you with us and look forward to working
together to ensure the continued success of First Virtual.

First Virtual Holdings Incorporated

/s/ Lee Stein
Lee Stein
Chairman and Chief Executive Officer

Accepted: /s/ John Stachowiak
             John Stachowiak

Date: 10/14/96