Sample Business Contracts

Employment Agreement - Inc. and Richard Dalzell

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.
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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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August 13, 1997

Mr. Richard Dalzell
2514 Orleans Drive
Rogers, AR 72758

Dear Richard:

This letter documents our revised offer and completely supersedes our letter to
you dated August 4, 1997.

On behalf of, Inc. (the "Company"), I am very pleased to offer you
the position of Vice President and Chief Information Officer. This letter
clarifies and confirms the terms of your employment with the Company.


Unless we mutually agree otherwise, your start date will be September 2nd,
1997. Your starting salary will be $16,666.67 per month ($200,000 annualized),
payable in accordance with the Company's standard payroll practice and subject
to applicable withholding taxes.


You will receive a one-time signing bonus in the amount of $150,000, subject to
applicable taxes and withholdings. This bonus will be included in the first
paycheck issued to you subsequent to the beginning of your full-time
employment. If you resign from the Company prior to the first anniversary of
that start date, you will reimburse the Company for the bonus on a pro-rated
monthly basis.


To help defray your relocation expenses, you will receive a relocation allowance
in the amount of $25,000, subject to applicable taxes and withholdings. This
allowance will be paid on your first day of full-time employment. In addition,
you will receive reimbursement for reasonable temporary living accommodations
for you and your family, as determined in the discretion of the Company. This
reimbursement will be taxable income and will be subject to applicable taxes
and withholdings.


On commencement of your employment, we will recommend to the Board of Directors
of the Company that you be granted an option to purchase 125,000 shares of common stock, at the fair market value per share of such stock on the
date the grant is approved by the Board of Directors. Your option will be
documented by delivery to you of a Stock Option Letter Agreement specifying the
terms and conditions of the option. Subject to approval by the Board of
Directors, the option will vest 20% after one year of employment, an additional
20% after two years of employment, and an additional 5% per quarter thereafter.

<PAGE>   2

The Company will provide a bridge loan to assist you in purchasing a house in
the Seattle metropolitan area. The loan amount will be equal to the value of
your equity interest in your current residence (not to exceed $75,000) and will
be paid promptly upon your request. The loan will not bear interest, but the
imputed interest on the loan will be taxable income to you and will be subject
to applicable taxes and withholdings. The loan will have a one-year term and
will be secured by your stock option and any shares obtained through the
exercise of that option.


You will also be entitled, during the term of your employment, to such
vacation, medical and other employee benefits as the Company may offer from
time to time, subject to applicable eligibility requirements. The Company does
reserve the right to make any modifications in this benefits package that it
deems appropriate. The Company's current vacation policy is to provide you with
two weeks paid vacation per year in the first year of your employment, and
three weeks per year thereafter, during the term of your employment. You are
also eligible to participate in's 401(k) retirement plan the first
quarter after 90 days of employment and to enroll in our major medial plan
on the first entry date after 30 days of employment


If the Company terminates your employment for any reason prior to the third
anniversary of your full-time start date, you will receive a severance equal to
six times your monthly base salary at the time of termination, subject to
applicable taxes and withholdings.


If you accept our offer of employment, you will be an employee-at-will, meaning
that either you or the Company may terminate our relationship at any time for
any reason, with or without cause. Any statements to the contrary that may have
been made to you, or that may be made to you, by the Company or its agents or
representatives are superseded by this offer letter.


As a condition of your employment pursuant to this offer letter, we do require
that you sign the enclosed Confidentiality, Noncompetition and Invention
Assignment Agreement. The Company's willingness to grant you the stock options
referred to above is based in significant part on your commitment to fulfill
the obligations specified in that agreement.

You should know that the agreement will significantly restrict your future
flexibility in many ways. For example, you will be unable to seek or accept
certain employment opportunities for a period of 18 months after you leave the
Company. Please review the agreement carefully and, if appropriate, have your
attorney review it as well.


Your employment pursuant to this letter is also contingent upon your submitting
the legally required proof of your identity and authorization to work in the
United States.

The terms described in this letter, if you accept this offer, will be the terms
of your employment, and this letter supersedes any previous discussions or
offers. Any additions or modifications of these terms would have to be in
writing and signed by yourself and an officer of the Company.
<PAGE>   3
If you wish to accept employment with the Company, please indicate so by
signing both copies of this letter and both copies of the enclosed
Confidentiality, Noncompetition and Invention Assignment Agreement, retaining
one of each for your files and returning the other to me before August 20,
1997, upon which date this offer will expire.

We are very excited about the possibility of you joining us. I hope that you
will accept this offer and look forward to a productive and mutually beneficial
working relationship. Please let me know if I can answer any questions for you
about any of the matters outlined in this letter.


    Jeffrey P. Bezos
    Chief Executive Officer, Inc.


I accept employment with, Inc. under the terms set forth in this

/s/ R. L. DALZELL                         8 / 14
--------------------               -------------------, 1997

Printed Name: R. L. Dalzell