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Offer Letter - CAIS Internet Inc. and Michael Lee

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March 15, 2001

Mr. Michael Lee
1750 E. Ocean Blvd #708
Long Beach, CA 90802

Dear Michael:

Cais Internet, Inc. ("CAIS", or the "company") is pleased to extend to you an
offer of employment as  President and Chief Executive Officer of CAIS ("CEO"),
subject to a satisfactory background check and approval by the board of
directors of CAIS (the "Board"), on the following terms and conditions:

     1.  You will report to the Board, or a Chairman to be designated by the
         Board. Your principal duties will include overall responsibility for
         all aspects of the operations and management of CAIS. Your full-time
         employment with CAIS will commence on March 19, 2001.

     2.  In consideration of your performance of the above duties you will
         receive compensation as follows, so long as you remain employed by CAIS
         as its CEO:

         A.  Base Salary.  Your base salary will be $350,000.00 per year,
             payable in accordance with CAIS' normal payroll practices.

         B.  Annual Bonus.  You will be eligible for an annual (fiscal year)
             bonus ranging from 0% to 100% of your base salary, with the maximum
             targeted bonus equal to 100% of your base salary (the "Target
             Bonus"), based upon CAIS' performance and the achievement of
             individual and company goals and objectives, as mutually and
             reasonably agreed upon by you and the Board. Within your first year
             of employment, $100,000 of this bonus will be guaranteed and
             payable in equal quarterly installments (upon the close of each of
             the company's fiscal quarters, beginning with the close of the
             second quarter of fiscal year 2001) (the "Guaranteed Bonus"). Also,
             to the extent that your performance, and that of the company's,
             exceeds goals and objectives mutually and reasonably agreed upon by
             you and the Board, the Board will consider, in its sole discretion,
             the payment to you of additional "out-performance" bonus amounts.
             With the exception of the Guaranteed Bonus, any additional bonus
             amounts will be paid subsequent to each fiscal year end, in
             accordance with CAIS' normal practice of paying annual bonuses.
             With the exception of the Guaranteed Bonus, any additional bonus
             amounts payable in respect of your first year of employment will be
             prorated based on that portion of fiscal year 2001 for which you
             are employed. Also, with respect to any annual bonuses, you must be
             in the employ of CAIS at the time such bonuses are paid to receive
             any applicable bonus otherwise payable in respect of the preceding
             fiscal year.


     C.  Signing Bonus.  Upon your acceptance of the terms of this offer,
         evidenced by your signature below, and upon approval by the Board of
         such terms, you will be eligible to receive a one time signing bonus of
         $100,000, with such bonus to be paid to you within five business days
         after your commencement of your duties as CEO.

     D.  Benefits.  Generally, you will be provided employee benefits
         commensurate with benefits provided to other CAIS employees in
         executive positions, including, to the extent that CAIS offers a 401(k)
         plan, participation in this plan in accordance with the company's
         participation policies. Additionally, premiums for medical, dental, and
         vision coverages, and any premiums for life insurance coverages, will
         be paid by CAIS, subject to required employee deductibles, exclusions,
         co-payments, and waiting periods.

     E.  Vacation.  You will receive four weeks paid vacation during each year
         following your commencement of employment with CAIS. You shall be
         eligible to take any accrued vacation following your first six months
         of employment with CAIS.

     F.  Incentive Equity.  You understand that CAIS is attempting to
         recapitalize its operations, and in conjunction with such attempts to
         recapitalize (the completion and certainty of which cannot be
         guaranteed), CAIS intends to provide you with stock options in the
         recapitalized company. If and when a successful recapitalization of the
         company occurs, and to the extent you are employed by the company at
         that time, you will receive options to purchase three percent (3%) of
         the shares of common stock of the company (the "Common Stock"), on a
         fully diluted basis at such time. These options will vest in equal
         quarterly installments over a four-year period. Upon the occurrence of
         a change of control of 50% or more of the fully diluted ownership of
         the company (a "Change of Control"), or upon termination of your
         employment by the company without cause, vesting of these options will
         accelerate and the options will immediately become 100% vested and
         exercisable, provided that, in the event of a Change of Control, you
         must continue to be employed with the company through such triggering

     G.  Performance Based Incentive Equity.  In addition to the incentive
         equity described in Paragraph F above, and also subject to the
         successful recapitalization of the company, you will receive an option
         to purchase an additional two percent (2%) of the Common Stock, on a
         fully diluted basis at such time, subject to you and the company
         meeting certain performance objectives to be determined by the Board.
         If granted, these performance based options would be vested and fully
         exercisable upon the earlier to occur of a) a Change of Control, b)
         termination of your employment by the company without cause and c) the
         eighth anniversary of the date the options are granted.

         The terms and conditions of your stock options described in Sections F
         and G above will be similar to those of options held by other CAIS
         managers in executive positions, and will be governed by the definitive
         option agreement to be entered into by and between you and CAIS. Please
         note that CAIS' financial structure and future capitalization is
         uncertain at this time, and therefore this offer is a good faith
         attempt to outline our present incentive compensation intentions and
         cannot be relied upon as a guarantee of the grant of any stock-based
         awards in the event no recapitalization occurs.

3.   You shall relocate to the Washington, D.C. area no later than December 31,
     2001. Upon relocation to the Washington, D.C. area, CAIS will pay, or will
     reimburse you for, your actual,


     reasonable, out-of-pocket moving expenses from your home in the Los
     Angeles, California area, including such reasonable costs associated with
     moving, storage, and up to 90 days of temporary housing. During such period
     when you may utilize temporary housing, you will be responsible for all
     incidental charges associated with your stay in temporary housing (e.g.,
     telephone charges, meals, dry cleaning, etc).

     Until such time as you relocate, CAIS will also reimburse you for the
     reasonable travel costs associated with assuming your new responsibilities,
     including such reasonable costs associated with airfare, housing, meals,
     and car rental. All moving and relocation expenses must be pre-approved in
     advance by CAIS.  Detailed receipts and proof of payment must also be
     submitted for reimbursement.  If for any reason you terminate your
     employment with CAIS within the first 24 months of employment, except in
     the case that your duties, title, or compensation have been materially
     reduced during this twenty four month period, you agree to reimburse CAIS
     for all such expenses on a pro rata basis, based upon 24 months less the
     number of months that you were actually employed by CAIS.

4.   This offer does not constitute an agreement of guaranteed employment for
     any specific term. Your employment with CAIS is "at will," and may be
     terminated by you or by us at any time, provided, however , that you may
     only terminate your employment following thirty (30) days advanced written
     notice to the company of such termination (which notice requirement may be
     waived by CAIS). If your employment is terminated without cause by CAIS,
     under either current ownership or a successor owner of 50% or more, you
     will be entitled to payment, in equal installments over 24 months, of an
     amount equal to two times your then base salary.

5.   You also agree to be bound by a covenant not to disclose confidential
     information of the company and its affiliates (other than as required by a
     court of competent jurisdiction or with the consent of the Board) at all
     times during and after your employment with CAIS. For one year after
     termination of your employment with CAIS, you also agree to be bound by a
     covenant not to compete with the company, with this covenant being specific
     to the regions and specific product offerings being provided by CAIS, and
     by a covenant not to raid its customers, clients, or employees.

To document your acceptance of the above terms, please sign and date the
enclosed copy of this letter where indicated below and return the signed copy to
me.  Michael, we are excited that you have accepted our offer of employment and
we look forward to having you on the CAIS team.

CAIS Internet, Inc.

Member, Board of Directors

Accepted and Agreed this ___ day of _____________, 2001

Michael Lee