Sample Business Contracts

Employment Agreement - NetZero Inc. and Frederic A. Randall Jr.

Employment Forms

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                              EMPLOYMENT AGREEMENT

                  This Employment Agreement (the "Agreement") is made and
entered into effective as of the 20th day of March, 1999, by and between
NetZero, Inc., a California corporation (the "Company"), with principal
corporate offices at 31416 Agoura Road #150, Westlake Village, CA 91362, and
Frederic A. Randall, Jr., whose address is ___________________, California
________ ("Employee").

1.       EMPLOYMENT.

         1.1      The Company hereby agrees to employ Employee, and Employee
                  hereby accepts such employment, on the terms and conditions
                  set forth herein, commencing March 20, 1999 (the "Effective
                  Date"), and continuing through March 20, 2003 (the "Term"),
                  unless such employment is terminated earlier as provided in
                  Section 4 below.


         2.1      Employee shall serve as Senior Vice President and General
                  Counsel of the Company. In this capacity, Employee shall
                  perform such customary, appropriate and reasonable executive
                  duties as are usually performed by the General Counsel,
                  including such duties as are delegated to him from time to
                  time by the Board of Directors of the Company (the "Board").
                  Employee shall report directly to the Company's Chief
                  Executive Officer.

         2.2      Employee agrees to devote Employee's full time, attention,
                  skill and efforts to the performance of his duties for the
                  Company during the Term.


         3.1      BASE SALARY. During the Term, the Company shall pay to
                  Employee a base salary of One Hundred Thirty-Five Thousand
                  Dollars ($135,000) per fiscal year (the "Base Salary"),
                  payable at the rate of Eleven Thousand Two Hundred Fifty
                  Dollars ($11,250.00) per month, with payments to be made in
                  accordance with the Company's standard payment policy and
                  subject to such withholding as may be required by law.

         3.2      BONUS. During the Term, the Employee shall also be eligible to
                  receive an annual cash bonus of up to 50% of Employee's base
                  salary for each fiscal year (the "Annual Bonus"), less
                  withholding required by law, based on performance criteria
                  established by the Board. Employee shall not be eligible to
                  receive any unpaid Annual Bonus if his employment hereunder is
                  terminated pursuant to either Section 4.1, or if Employee
                  voluntarily resigns.



         3.3      VACATION.  Employee shall be entitled to four (4) weeks
                  paid vacation in accordance with the Company's standard
                  vacation policies.

         3.4      OTHER BENEFITS. Employee shall be eligible to participate, as
                  of the date of Employee's employment, in all group life,
                  health, medical, dental or disability insurance or other
                  employee, health and welfare benefits made available generally
                  to other executives of the Company. If Employee elects to
                  participate in any of such plans, Employee's portion of the
                  premium(s) will be deducted from Employee's paycheck.

         3.5      BUSINESS EXPENSES. The Company shall promptly reimburse
                  Employee for all reasonable and necessary business expenses
                  incurred by Employee in connection with the business of the
                  Company and the performance of his duties under this
                  Agreement, subject to Employee providing the Company with
                  reasonable documentation thereof.

         3.6      OPTION GRANT. Employee shall be granted an immediately
                  exercisable, non-qualified stock option (the "1999 Option")
                  under the Company's 1999 Stock Option/Stock Incentive Plan for
                  72,000 shares of the Company's Common Stock, and an
                  immediately exercisable, non-qualified stock option (the "1998
                  Option") under the Company's 1998 Stock Option/Stock Incentive
                  Plan for 628,000 shares of the Company's Common Stock. The
                  1998 Option and the 1999 Option shall each have an exercise
                  price of $0.15 per share and shall be herein collectively
                  referred to as the "Option." Employee shall acquire a vested
                  interest in twenty-five percent of the Option shares upon the
                  first-year anniversary of the commencement of Employee's
                  employment with the Company and in the remaining seventy-five
                  percent of the Option shares in thirty-six (36) equal monthly
                  installments, beginning one month following such first-year
                  anniversary. The Option shall also be subject to accelerated
                  vesting as set forth below.


         4.1      TERMINATION FOR CAUSE.

                  (a)      Termination "for cause" is defined as follows: the
                           Company terminates Employee's employment with the
                           Company (1) if Employee is convicted of a felony
                           or commits an act of moral turpitude, in either
                           case which adversely impacts the Company, (2) if
                           Employee materially breaches the Company's
                           Confidentiality and Proprietary Agreement, or (3)
                           if Employee fails, after receipt of detailed
                           written notice and after receiving a period of at
                           least thirty (30) days following such notice to
                           cure such failure,  to use his reasonable good
                           faith efforts to follow the direction of the
                           Company's Board of Directors and to perform his
                           obligations hereunder.

                  (b)      The Company may terminate this Agreement for any
                           of the reasons stated in Section 4.1(a) by giving
                           written notice to Employee without prejudice



                           to any other remedy to which the Company may be
                           entitled.  The notice of termination shall specify
                           the grounds for termination.  If Employee's
                           employment hereunder is terminated "for cause"
                           pursuant to this Section 4.1, Employee shall be
                           entitled to receive hereunder his accrued but
                           unpaid Base Salary and vacation pay through the
                           date of termination, and reimbursement for any
                           expenses as set forth in Section 3.5, through the
                           date of termination, but shall not be entitled to
                           receive any unpaid portion of the Annual Bonus or
                           any other amount.

         4.2      TERMINATION WITHOUT CAUSE. If Employee's employment is
                  terminated without "cause" as defined in Section 4.1(a), or if
                  Employee is Involuntarily Terminated (as defined below), the
                  Company (or its successor, as the case may be) shall pay to
                  Employee (i) any accrued but unpaid Base Salary and vacation
                  through the date of termination, (ii) reimbursement for any
                  expenses as set forth in Section 3.5, through the date of
                  termination, (iii) Employee's Annual Bonus, prorated through
                  the date of termination, and (iv) a severance payment in an
                  amount equal to Two Hundred Seventy Thousand Dollars
                  ($270,000.00), payable in one lump sum, subject to withholding
                  as may be required by law. In addition, if Employee's
                  employment is terminated without cause (other than if Employee
                  is Involuntarily Terminated) or if Employee's employment is
                  terminated due to death or permanent disability, Employee will
                  be credited with an additional twelve (12) months of service
                  toward vesting in the Option shares in addition to the service
                  he has accrued toward vesting through the date of termination.
                  If Employee is Involuntarily Terminated, vesting of the Option
                  shares will be accelerated in full; provided, however,
                  Employee will only vest in 75% of the Option shares if the
                  Corporate Transaction takes place in the first nine months
                  following the date of commencement of Employee's employment.

                  As used in this Section 4.2, Employee shall be deemed
                  "Involuntarily Terminated" if (i) the Company or any successor
                  to the Company terminates Employee's employment without cause
                  in connection with or following a Corporate Transaction (as
                  defined in the Company's stock option plan); or (ii) in
                  connection with or following a Corporate Transaction there is
                  (a) a decrease in Employee's title or responsibilities (it
                  being deemed to be a decrease in title and/or responsibilities
                  if Employee is not offered the position of Senior Vice
                  President and General Counsel of the Company or its successor
                  as well as the acquiring and ultimate parent entity, if any,
                  following the Corporate Transaction), (b) a decrease in pay
                  and/or benefits from those provided by the Company immediately
                  prior to the Corporate Transaction or (c) a requirement that
                  Employee re-locate out of the greater Los Angeles metropolitan

5.                ASSIGNMENT. Neither the Company nor Employee may assign this
                  Agreement or any rights or obligations hereunder. This
                  Agreement will be binding upon the Company and its successors
                  and assigns. In the event of a Corporate Transaction,



                  the Company shall cause this Agreement to be assumed by the
                  Company's successor as well as any acquiring or ultimate
                  parent entity, if any, following any Corporate Transaction.


         6.1      This Agreement supersedes any and all other agreements, either
                  oral or in writing, between the parties hereto with respect to
                  the employment of Employee by the Company, other than the
                  Confidentiality and Proprietary Agreement, and constitutes the
                  entire agreement between the Company and the Employee with
                  respect to its subject matter.

         6.2      This Agreement may not be amended, supplemented, modified or
                  extended, except by written agreement which expressly refers
                  to this Agreement, which is signed by each of the parties
                  hereto and which is authorized by the Company's Board of

         6.3      This Agreement is made in and shall be governed by the laws of
                  California, without giving effect to its conflicts-of-law

         6.4      In the event that any provision of this Agreement is
                  determined to be illegal, invalid or void for any reason, the
                  remaining provisions hereof shall continue in full force and

         6.5      Employee represents and warrants to the Company that there is
                  no restriction or limitation, by reason of any agreement or
                  otherwise, upon Employee's right or ability to enter into this
                  Agreement and fulfill his obligations under this Agreement.

         6.6      All notices and other communications required or permitted
                  hereunder shall be in writing and shall be mailed by
                  first-class mail, postage prepaid, registered or certified, or
                  delivered either by hand, by messenger or by overnight courier
                  service, and addressed to the receiving party at the
                  respective address set forth in the heading of this Agreement,
                  or at such other address as such party shall have furnished to
                  the other party in accordance with this Section 6.6 prior to
                  the giving of such notice or other communication.



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the first date written above.

                                       NETZERO, INC.

                                       By: /s/ MARK GOLDSTON
                                             Mark Goldston, Chief Executive
                                       /s/ FREDERIC A. RANDALL, JR.
                                       Frederic A. Randall, Jr.