Sample Business Contracts

Employment Agreement - Apple Japan Inc. and John Floisand

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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April 3, 1996

John Floisand
21223 Deepwell Court
Saratoga, CA 95070

Re:  Apple Japan Employment

Dear John:

           The  following  sets  forth our agreement  ("Letter  Agreement")
regarding  the  terms and provisions of your employment as an  officer  and
employee  of  Apple  Japan  ("Apple  Japan"  or  "Company").   This  Letter
Agreement  shall supersede any and all other agreements, oral and  written,
which  may  presently exists between you and the Company with the following
exception;  the  June  9, 1995 Retention Agreement ("Retention  Agreement")
between  you and Apple.  Upon a Change in Control Date, as defined  in  the
Retention  Agreement, the Retention Agreement shall superceded this  Letter
Agreement and shall govern exclusively.

           1.   Term of Employment Under the Agreement. The initial term of
your employment under this Agreement (the "Term") shall be effective as  of
November 1, 1995 (the "Effective Date") and shall continue until the  third
anniversary  of  the  Effective Date.  Thereafter,  the  parties  agree  to
renegotiate  the terms and provisions of your employment with the  Company.
A  milestone under during the first year of the Term is that you  hire  the
President of Apple Japan.  Once hired, another milestone is that  you  will
work  with  and mentor the new President of Apple Japan for  one  (1)  year
following his hire in order to facilitate his new status.

          2.   Employment. You will be Chairman of the Apple Japan Board of
Directors  and Chief Executive Officer of Apple Japan (grade 98)  and  your
duties  and  responsibilities to the Company shall  be  consistent  in  all
respects  with such positions. The  Company will take all steps  reasonably
necessary to assure that you are elected or

appointed  to  the Board. You shall prorate your business time,  attention,
skills  and  efforts to the business and affairs of the Company  and  Apple
Computer,  Inc., as provided for in your employment Letter  Agreement  with
Apple Computer, Inc., other than de minimis  amounts of time devoted by you
to the management of your personal finances or to engaging in charitable or
community services.

          3.   Compensation.

           (a)   Base  Salary.  As  compensation to you  for  all  services
rendered to the Company, the Company will pay you a base salary at the rate
of  not less than two hundred thousand dollars ($200,000) per annum  as  of
the  Effective  Date.   This will be paid in United States dollars  and  in
monthly increments of $16,666.67.  The amount of your base salary shall  be
reviewed  annually by the Company and shall be increased to reflect  market
compensation of similarly situated executive officers as determined by  the
Company.   Any increase in your base salary shall be effective as  of  each
anniversary of the Effective Date and shall be treated as your rate of base
salary for all purposes under this Letter Agreement.  Your base salary will
be  paid  to you in accordance with the Company's regular payroll practices
applicable to its executive employees.

           (b)   Benefits.  You  shall be eligible to  participate  in  all
employee  benefit plans and arrangements that the Company provides  to  its
executive  employees  in  accordance with  the  terms  of  such  plans  and
arrangements,  which shall be no less favorable to you, in  the  aggregate,
than the terms and provisions available to other executive employees of the

           (c)  Bonus. You shall be eligible to receive an annual bonus  as
determined  by  the  Board based on the overall corporate  results  of  the

          4.   Termination.

           Subject  to  the  conditions  of  this  paragraph,  Apple  shall
designate  you  for  participation in the Apple  Computer,  Inc.  Executive
Severance Plan upon the termination of your employment during the  term  or
thereafter provided that (1) you have not obtained or been offered  another
position with the Company or its affiliates, or (2) the termination of your
employment  was not the result of your voluntary resignation,  or  (3)  the
decision to terminate your employment was not for "Business

Reasons".  "Business Reasons" shall mean that you are terminated for any of
the  following reasons: (i) engaging in unfair or unlawful competition with
the  Company;  or (ii) inducing any customer of the Company to  breach  any
contract  with the Company; or (iii) making any unauthorized disclosure  of
or otherwise misusing any of the secrets or confidential information of the
Company;  or  (iv)  committing any act of embezzlement, fraud  or  material
theft  with  respect to any Company property; or (v) violating any  Company
policy  or guideline or the terms of this Letter Agreement; or (vi) causing
material  loss, damage or injury to or otherwise endangered  the  property,
reputation  or employees of the Company; or (vii) engaging in  malfeasance,
negligence  or  misconduct,  or failing to perform  reasonable  duties  and
responsibilities  consistent with your duties and responsibilities  to  the

           5.    Automobiles.  The Company shall provide you with an annual
automobile  allowance  of  forty thousand  dollars  ($40,000)  or,  at  the
Company's  election,  lease a vehicle for you of  similar  cost  under  the
Company's  name.  All maintenance, fuel, insurance and other  miscellaneous
costs for this vehicle will be paid by the Company.  In the event your wife
joins  you in Japan, the Company will provide you with an annual automobile
allowance of twenty thousand dollars ($20,000) for a second vehicle for her
use.   All  maintenance, fuel, insurance and other miscellaneous costs  for
this vehicle will be your responsibility.

           In  addition, the Company will reimburse you for the  reasonable
costs  of  a  taxi  or hired car when you are required to  attend  business
functions and it is impractical for you to drive yourself.

          6.   Cost of Living.  The Company will provide you with a cost of
living adjustment in accordance with the Company's Policy.

           7.   Membership Fees.  The Company will pay the reasonable costs
of business memberships which you will need in order to perform your duties
for  Apple Japan including membership in the Tokyo American Club.  You will
be  responsible for expenses related to your use of the Tokyo American Club

           8.   Accountant Fees.  The Company will pay the reasonable costs
of  accounting services as provided in Apple's Expatriate Policy to  handle
appropriate and covered financial matters.

           9.    Notice.  For the purpose of this Letter Agreement, notices
and all other communications provided for in this Letter Agreement shall be
in  writing  and shall be deemed to have been duly given when delivered  or
mailed  by  registered  mail,  return receipt requested,  postage  prepaid,
addressed  to Apple Japan, 1-14-1 Sendagaya, Shibuya-ku, Tokyo, 151  Japan,
with  a  copy sent in the same manner to Apple Computer, Inc.,  1  Infinite
Loop, MS 75-8A, Cupertino, California 95014, Attn.:  General Counsel, or to
such  other  address as either party may have furnished  to  the  other  in
writing  in  accordance herewith, except that notice of change  of  address
shall be effective only upon receipt.

          10.  Miscellaneous.

           (a)   Amendments, Waivers, Etc.   No provision  of  this  Letter
Agreement  may  be  modified,  waived or  discharged  unless  such  waiver,
modification  or  discharge is agreed to in writing.  No waiver  by  either
party  hereto  at any time of any breach by the other party hereto  of,  or
compliance with, any condition or provision of this Letter Agreement to  be
performed  by  such  other party shall be deemed a  waiver  of  similar  or
dissimilar  provisions  or  conditions at the  same  or  at  any  prior  or
subsequent  time.   No agreements or representations,  oral  or  otherwise,
express  or  implied, with respect to the subject matter hereof  have  been
made  by  either  party which are not expressly set forth  in  this  Letter
Agreement  and this Letter Agreement shall supersede all prior  agreements,
negotiations,  correspondence,  undertakings  and  communications  of   the
parties,  oral or written, with respect to the subject matter  hereof  with
the  exception that this Letter Agreement shall not supersede the Retention

           (b)   Validity.   The  invalidity  or  unenforceability  of  any
provision  of  this  Letter  Agreement shall not  affect  the  validity  or
enforceability of any other provision of this Letter Agreement, which shall
remain in full force and effect.

           (c)   Counterparts.  This Letter Agreement may  be  executed  in
several  counterparts, each of which shall be deemed to be an original  but
all of which together will constitute one and the same instrument.

           (d)   Equalization. Apple will provide you with tax equalization
benefits in accordance with Apple's Expatriate Policy.

          (e)  Source of Payments.  All payments provided under this Letter
Agreement,  other  than  payments made pursuant to a  plan  which  provides
otherwise, shall be paid in cash from the general funds of the Company, and
no  special or separate fund shall be established, and no other segregation
of  assets  made,  to  assure payment.  You will have no  right,  title  or
interest whatsoever in or to any investments which the Company may make  to
aid it in meeting its obligations hereunder.  To the extent that any person
acquires a right to receive payments from the Company hereunder, such right
shall be no greater than the right of an unsecured creditor of the Company.

           (f)   Headings. The headings contained in this Letter  Agreement
are  intended solely for convenience of reference and shall not affect  the
rights of the parties to this Letter Agreement.

           (g)   Governing Law. The validity, interpretation, construction,
and  performance of this Letter Agreement shall be governed by the laws  of
the State of California without regard to its choice of law principles. The
parties agree that, except as expressly provided for to the contrary, venue
for any dispute shall be Santa Clara County, California.

           (h)   Remedies in Event of Future Dispute.  In the event of  any
future  dispute, controversy or claim between the parties arising  from  or
relating to this Letter Agreement, its breach, any matter addressed by this
Letter  Agreement,  the parties will first attempt to resolve  the  dispute
through confidential mediation to be conducted in San Francisco by a member
of  the  firm  of  Gregoria, Haldeman & Piazza, Mediated Negotiations,  625
Market Street, Suite 400, San Francisco, California 94105.  If the
parties'  dispute  is not resolved through mediation, it will  be  resolved
through  binding confidential arbitration to be conducted by the   American
Arbitration Association in San Francisco, pursuant to its Model  Employment
Arbitration   Rules,  and  judgment  upon  the  award   rendered   by   the
Arbitrator(s)  may  be  entered by any court  having  jurisdiction  of  the
matter.   The  prevailing party in such arbitration shall  be  entitled  to
recover  from the losing party, not only the amount of any judgment awarded
in  its  favor,  but  also  any  and all costs  and  expenses  incurred  in
arbitrating the dispute or in preparing for such arbitration.
                  *       *      *       *
           If  this  letter sets forth our agreement on the subject  matter
hereof,  kindly sign and return to the Company the enclosed  copy  of  this
letter which will then constitute our agreement on this subject.


                                   APPLE JAPAN, INC.

                                   By _/s/ M. Tashiro___
                                   Masazumi Tashiro

Agreed to as of this ___  day of April, 1996.

         John Floisand