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Sample Business Contracts

Employment Agreement - busybox.com inc. and Patrick A. Grotto

Employment Forms

  • Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • 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.
  • More Employment Agreements

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                               busybox.com, inc.

                               EMPLOYMENT AGREEMENT

This employment agreement ("Agreement") is entered into as of the date
specified on the signature page ("Effective Date") by and between
busybox.com, inc., a Delaware corporation located at 701 Battery Street, 3rd
floor, San Francisco, California 94111 ("Company") and the individual
specified on the signature page ("Employee").

                                   RECITALS

R1.     Employee is currently serving as President and Chief Executive Officer
        of the Company.

R2.     The parties desire to memorialize the employment relationship of
        Employee with the Company.

R3.     The Board of Directors of the Company ("Board") has approved and
        authorized the entry into this Agreement with Employee.

R4.     The parties hereby enter into this Agreement setting forth the terms
        and conditions for the employment relationship of Employee with the
        Company.

                            TERMS & CONDITIONS

1.      EMPLOYMENT. From the Effective Date through the term of this
        Agreement Employee is employed as President and Chief Executive
        Officer of the Company and of any subsidiary or other affiliate that
        it may acquire. Employee shall render executive, policy and other
        management services to the Company and subsidiaries/affiliates of the
        type customarily performed by persons serving in similar executive
        officer capacities. Employee shall devote substantially all of his
        working time and his best efforts to the Company and his position, which
        shall include such duties as the Board may from time to time reasonably
        direct that are reasonably consistent with Employee's education,
        experience and background. During the term of this Agreement, there
        shall be no material increase or decrease in the duties and
        responsibilities of Employee otherwise than as provided herein, unless
        the parties otherwise agree in writing.

2.      COMPENSATION.

        2.1     SALARY. The Company agrees to pay Employee from the
                Effective Date at an annual rate equal to ONE HUNDRED SEVENTY
                FIVE THOUSAND dollars ($175,000), with such subsequent
                increases in salary during the term of this Agreement as may
                be determined by the Compensation Committee of the Board;
                PROVIDED, HOWEVER, that during the first three years following
                the effective date of the registration statement with respect
                to the initial public offering of the Company's stock,
                Employee's salary hereunder shall not exceed to ONE HUNDRED
                SEVENTY FIVE THOUSAND dollars ($175,000) per annum
                without the approval of the Compensation Committee. In
                determining salary increases, the Compensation Committee may
                compensate Employee for increases in the cost of living and may
                also provide for

                                     1.

<PAGE>

                performance or merit increases. The salary of Employee shall not
                be decreased at any time during the term of this Agreement from
                the amount then in effect, unless Employee otherwise agrees in
                writing. Participation in deferred compensation, bonus,
                discretionary bonus, retirement and other employee benefit
                plans in the fringe benefits shall not reduce the salary
                payable to Employee under this Section 2.1. The salary under
                this Section 2.1 shall be payable to Employee not less
                frequently than monthly. Employee shall not be entitled to
                receive fees for serving as a director of the Company or of any
                subsidiary or affiliate of the company or for serving as a
                member of any committee of any such board of directors.

       2.2      ANNUAL BONUS. In addition to his salary under Section 2.1
                above, the Company shall pay to Employee an annual bonus of
                FIFTY PERCENT (50%) of his salary under such subsection. The
                annual bonus shall be payable in January following each
                calendar year during the term of this Agreement and shall be
                prorated for any partial years.

3.     DISCRETIONARY AND PERFORMANCE INCENTIVE BONUSES. During the term of
       this Agreement, Employee shall be entitled to participate in an
       equitable manner with all other executive employees of the Company in
       such discretionary bonuses as may be authorized, declared and paid by
       the Compensation Committee to its executive employees. The Company will
       adopt an incentive bonus plan providing for the payment of annual
       performance incentive bonuses to Employee and other executive officers
       based upon the increase in the Company's operating profit or other
       appropriate performance objectives. The incentive bonus arrangement
       will provide Employee with an opportunity to earn additional incentive
       compensation in an amount up to THREE PERCENT (3%) of the annual
       increase in the Company's net income before taxes as reported in the
       Company's audited annual financial statement (for fiscal year 1999, net
       income shall be determined on a pro forma basis). No other compensation
       provided for in this Agreement shall be deemed a substitute for
       Employee's right to participate in such bonuses.

4.     INSURANCE, RETIREMENT AND EMPLOYEE BENEFIT PLANS, FRINGE BENEFITS;
       BUSINESS EXPENSES.

       4.1      OTHER BENEFITS AND PREREQUISITES. Employee shall be entitled
                to participate in any plan of the Company relating to stock
                options, restricted stock, employee stock purchase or ownership,
                pension, thrift, profit sharing, group life insurance, medical
                coverage, education or other retirement or employee benefit
                plans or arrangements that the Company has adopted or may adopt
                for the benefit of its employees or executive officers.
                Employee shall also be entitled to participate in, or enjoy the
                benefit of, any other fringe benefits or prerequisites that are
                now or may be or become applicable to the Company's executive
                employees.

        4.2     BUSINESS EXPENSES. During the term of Employee's employment
                by the Company, the Company shall promptly reimburse Employee
                for all reasonable and customary expenses incurred by Employee
                in performing services for the Company, including all expenses
                of travel and living expenses while away from home on business
                or at the request of and in the service of the Company,
                provided that such expenses are

                                           2.

<PAGE>

                incurred and accounted for in accordance with the policies
                and procedures established by the Company. Employee shall be
                entitled to first or business class for all business air
                travel. Employee shall be entitled to parking expenses,
                excluding violations, when on the job, be it at the office or
                while on business trips. Employee shall be entitled to a
                reasonable per diem for living expenses while in San Francisco.

         4.3    DIRECTOR & OFFICER INSURANCE: At all times during the term
                of this Agreement the Company shall maintain in full force and
                effect a director and office insurance policy with a national
                insurance underwriter insuring Employee for his acts and
                omissions in his capacity as an Officer and Director of the
                Company, with coverage under such policy of not less than ONE
                MILLION dollars ($1,000,000).

5.       TERM. The initial term of employment under this Agreement shall be
         from the date of this Agreement until December 31, 2001. This
         Agreement shall be automatically renewed for an additional three-year
         term, unless either Employee of the Company gives contrary written
         notice to the other party hereto not less than 180 days before the
         scheduled expiration of the initial term of this Agreement. Each term
         and all such renewal terms are collectively referred to herein as the
         term of this Agreement.

6.       VOLUNTARY ABSENCES; VACATIONS. Employee shall be entitled, without
         loss of pay, to be absent voluntarily for reasonable periods of time
         from the performance of the duties and responsibilities under this
         Agreement. All such voluntary absences shall count as paid vacation
         time, unless the Board otherwise approves. Employee shall be entitled
         to an annual paid vacation of at least six weeks per year or such
         longer period as the Board may approve. The timing of paid vacations
         shall be scheduled in a reasonable manner by Employee.

7.       TERMINATION OF EMPLOYMENT. Employee's employment may be terminated
         without any breach of this Agreement only under the following
         circumstances:

         7.1  DEATH. Employee's Employment shall terminate upon his death.

         7.2  DISABILITY. The Company may terminate Employee's employment
              because of disability. For this purpose, "Disability" shall mean
              the inability of Employee to perform his duties under this
              Agreement because of physical or mental illness or incapacity for
              a continuous period of six months during which Employee shall
              have been absent from his duties under this Agreement on a
              substantially full-time basis.

         7.3  CAUSE. The Company may terminate Employee's employment for
              Cause. For purposes of this Agreement, the Company shall have
              "Cause" to terminate Employee's employment only in the event of
              (a) the willful and continued failure by Employee to
              substantially perform his duties hereunder (other than any such
              failure resulting from Employee's inability to perform such
              duties as a result of physical or mental illness or incapacity or
              any such actual or anticipated failure after the delivery of a
              Notice of Termination, as defined in Section 7.5, by Employee for
              Good Reason, as

                                             3.


<PAGE>

              defined in Section 7.4.2) after delivery to Employee of a written
              demand for substantial performance that specifically identifies
              the manner in which the Company believes that Employee has not
              substantially performed his duties and a reasonable opportunity
              to cure; (b) willful misconduct by Employee that causes
              substantial and material injury to the business and operations of
              the Company, the continuation of which, in the reasonable judgment
              of the Board, will continue to substantially and materially injure
              the business and operations of the Company in the future; or
              (b) conviction of Employee of a felony. No act or failure to act
              shall be considered "willful" for this purpose unless done, or
              omitted to be done, by Employee other than in good faith and other
              than with a reasonable belief that his action or omission was in
              the best interests of the Company. Employee shall not be deemed
              to have been terminated for Cause unless Employee shall have
              been provided with (i) a reasonable notice setting forth the
              reasons that the Company believes constitute Cause for the
              termination of his employment; (ii) a Notice of Termination as
              defined in Section 7.5, from the Board finding that, in the
              reasonable good faith opinion of the Board, Cause for the
              termination exists and specifying the particulars thereof in
              reasonable detail.

      7.4     TERMINATION BY EMPLOYEES. Employee may terminate his
              employment (a) for Good Reason by giving ten days prior written
              notice to the Company or (b) at any time by giving 120 days prior
              written notice to the Company.

              7.4.1  GOOD REASON. For purposes of this Section, "Good
                     Reason" shall mean (a) the assignment to Employee of any
                     duties inconsistent with Employee's status or any
                     substantial adverse alteration in the nature or status of
                     Employee's responsibilities; (b) any change in Employee's
                     reporting responsibility such that Employee is required to
                     report other than exclusively to the Chief Executive
                     Officer; (c) any purported termination of Employee's
                     employment by the Company that is not effected pursuant to
                     a Notice of Termination satisfying the requirements of
                     Section 7.5 hereof; (d) any other failure by the Company
                     to comply with any material provision of this Agreement
                     which failure continues for more than ten days after
                     written notice of such noncompliance from Employee; or (e)
                     any notices given by the Company to Employee under Section
                     5 hereof that this Agreement will not be renewed on any
                     anniversary date.

       7.5     NOTICE OF TERMINATION. Any termination of Employee's
               employment by the Company or by Employee (other than termination
               pursuant to Section 7.1 or 7.2 hereof) shall be communicated to
               the other party by a written Notice of Termination. Any Notice
               of Termination given by a party shall specify the particular
               termination provision of this Agreement relied upon by such
               party and shall set forth in reasonable detail the facts and
               circumstances relied upon as providing a basis for the
               termination under the provision so specified.

                                    4.

<PAGE>

       7.6     TERMINATION DATE. The Termination Date shall mean (a) if
               Employee's employment is terminated by his death, the date
               of his death; (b) if Employee's employment is terminated
               pursuant to Section 7.2 hereof, the date specified in the Notice
               of Termination, which shall be after the expiration of the
               six-month period specified in that subsection; (c) if Employee's
               employment is terminated by the Company for Cause, the date
               specified in the Notice of Termination; or (d) if Employee's
               employment is terminated for any other reason, sixty days
               following the date on which the Notice of Termination is given.

8.      COMPENSATION UPON TERMINATION OF EMPLOYMENT.

        8.1     TERMINATION BECAUSE OF DEATH FOR CAUSE OR WITHOUT GOOD
                REASON. If Employee's employment is terminated because of his
                death, by the Company for Cause or by Employee other than for
                Good Reason, the Company shall pay Employee his salary and a
                pro rata portion of the bonus specified in Section 2(b) (based
                upon the bonus paid in respect of the preceding year) through
                the Termination Date of the Company shall have no further
                obligation to Employee hereunder.

        8.2     TERMINATION BECAUSE OF DISABILITY. If Employee's employment
                is terminated by the Company because of Disability under
                Section 7.2 hereof the Company shall pay Employee an annual
                disability benefit equal to the excess of (a) 60 percent of his
                salary at the rate in effect under Section 2.1 hereof on the
                Termination Date plus 60 percent of the bonus amount specified
                in Section 2.1 hereof (based upon the bonus paid in respect of
                the preceding year) over (b) the amount of the long term
                disability benefit that is payable to Employee under any policy
                of disability insurance provided for Employee by the Company at
                its expense. The disability benefit shall be paid for such
                period as is determined by the Board of Directors for the
                Company's senior executives but shall not be less than the
                remainder of the scheduled term of employment.

        8.3     TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (a) in
                breach of this Agreement, the Company shall terminate
                Employee's employment other than for Cause or because of
                Disability or (b) Employee shall terminate his employment for
                Good Reason; then:

                8.3.1 The Company shall pay Employee his salary and a pro
                      rata portion of the bonus specified in Section 2.1 hereof
                      (based upon the bonus paid in respect of the preceding
                      year) through the Termination Date and all other unpaid
                      and pro rata amounts to which Employee is entitled as of
                      the Termination Date under any compensation plan or
                      program of the Company, including, without limitation,
                      any incentive performance bonus and all accrued vacation
                      time;

                8.3.2 The Company shall pay as liquidated damages to
                      Employee, an in lieu of any further salary payments
                      hereunder for periods after the Termination Date,
                      Employee's then current salary (payable in installments
                      in accordance with the Company's normal payroll
                      practices) for the remainder of the scheduled


                                   5.

<PAGE>

                       term of employment and the product of (a) the sum of (i)
                       Employee's annual bonus specified in Section 2.1 hereof
                       (based upon the bonus paid in respect of the preceding
                       year) and (ii) the maximum annual bonus amount that
                       could have been paid to Employee under the Company's
                       performance incentive bonus plan for the year in which
                       the Termination Date occurs, and (b) the number of years
                       (and any fraction of a year) remaining in the term of
                       this Agreement under Section 5 hereof as of the
                       Termination Date, which amount shall be payable in equal
                       monthly installments during the remainder of the
                       scheduled term of employment;

                 8.3.3 In addition to the liquidated amounts that are payable
                       to Employee, the following shall apply: (a) Employee
                       shall continue to participate in, and accrue benefits
                       under, all retirement, pension, profit sharing, employee
                       stock ownership, thrift and other deferred compensation
                       plans of the Company for the remaining term of this
                       Agreement as if the termination of employment of
                       Employee had not occurred (with Employee being deemed to
                       receive annually for the purposes of such plans
                       Employee's then current salary and bonus (at the time of
                       his termination) under Sections 2.1 and 2.2 of this
                       Agreement), except to the extent that such continued
                       participation and accrual is expressly prohibited by
                       law, or to the extent such plan constitutes a "qualified
                       plan" under Section 401 of the Internal Revenue Service
                       Code of 1986, as amended ("Code"), by the terms of the
                       plan, in which case the Company shall provide Employee
                       a substantially equivalent, unfunded, non-qualified
                       benefit; (b) Employee shall be entitled to continue to
                       receive all other employee benefits and then existing
                       fringe benefits referred to in Sections 4.1 and 4.2
                       hereof for the remaining term of this Agreement as if
                       the termination of employment had not occurred; and (c)
                       all insurance or other provisions for indemnification,
                       defense or hold-harmless of officers or directors of the
                       Company that are in effect on the date the Notice of
                       Termination is sent to Employee shall continue for the
                       benefit of Employee with respect to all of his acts and
                       omissions while an officer or director as fully and
                       completely as if such termination had not occurred, and
                       until the final expiration or running of all periods of
                       limitation against action which may be applicable to
                       such acts or omissions; and

                 8.3.4 The liquidated amount and other benefits provided for
                       in this Section 8.3 shall not be reduced by any
                       compensation or benefits that Employee may receive for
                       other employment with another employer or through
                       self-employment after termination of employment with the
                       Company.

          8.4    COST OF ENFORCEMENT. In the event the employment of
                 Employee is terminated by the Company because of Disability or
                 without Cause, or by Employee for Good Reason, and the Company
                 fails to make timely payment of the amounts owed to Employee
                 under this Agreement, Employee shall be entitled to
                 reimbursement for all reasonable costs, including attorney's



                                      6.

<PAGE>

                  fees, incurred in Employee in taking action to collect
                  such amounts or otherwise to enforce this Agreement, plus
                  interest on such amounts at the rate of one percent above
                  the prime rate (defined as the base rate on corporate loans
                  at large U.S. money center commercial banks as published by
                  THE WALL STREET JOURNAL), compounded monthly, for the period
                  from the date of employment termination until payment is made
                  to Employee. Such reimbursement and interest shall be
                  in addition to all rights to which Employee is otherwise
                  entitled under this Agreement.

            8.5   PARACHUTE PAYMENT LIMITATION. If any payment or benefit to
                  Employee under this Agreement would be considered a
                  "parachute payment" within the meaning of Section 280(g)(b)(2)
                  of the Code and if, after reduction for any applicable federal
                  excise tax imposed by Section 4999 of the Code ("Excise Tax")
                  and federal income tax imposed by the Code, Employee's net
                  proceeds of the amounts payable and the benefits provided
                  under this Agreement would be less than the amount of
                  Employee's net proceeds resulting from the payment of the
                  Reduced Amount described below, after reduction for
                  federal income taxes, then the amount payable and the
                  benefits provided under this Agreement shall be limited to
                  the Reduced Amount. The "Reduced Amount" shall be the
                  largest amount that could be received by Employee under this
                  Agreement such that no amount paid to Employee under this
                  Agreement and any other agreement, contract or understanding
                  heretofore or hereafter entered into between Employee and the
                  Company ("Other Agreements") and any formal or informal plan
                  or other arrangement heretofore or hereafter adopted by the
                  Company for the direct or indirect provision of compensation
                  to Employee (including groups or classes or participants or
                  beneficiaries of which Employee is a member), whether or not
                  such compensation is deferred, is in cash, or is in the form
                  of a benefit to or for Employee ("Benefit Plan") would be
                  subject to the Excise Tax. In the event that the amount
                  payable to Employee shall be limited to the Reduced Amount,
                  then Employee shall have the right, in Employee's sole
                  discretion, to designate those payments or benefits under
                  this Agreement, any other Agreements, and/or Benefit Plank,
                  that should be reduced or eliminated so as to avoid having
                  the payment to Employee under this Agreement be subject to
                  the Excise Tax.

     9.    CONFIDENTIALITY. In consideration of the willingness of the
           Company to employ Employees and the compensation to be paid and
           benefits to be received therefor, any for other good and valuable
           consideration, the receipt and adequacy of which is hereby
           acknowledged, Employee agrees as follows:

           9.1  THE COMPANY OWNS ALL OF EMPLOYEES' WORK. All improvements,
                discoveries, inventions, designs, documents, licenses and
                patents, or other data devised, conceived, made, developed,
                obtained, filed, perfected, acquired, or first reduced to
                practice, in whole or in part, or in the regular cause of
                employment by Employee during the term of this Agreement, and
                related in any way to the business, including development and
                research, of the Company or any subsidiary or affiliate engaged
                in business substantially similar to that of the Company, shall
                be promptly disclosed to the Company. Employee hereby assigns
                and transfers to the


                                         7.


<PAGE>


                 Company all his right, interest and title thereto, and such
                 improvements, discoveries, inventions, designs, documents,
                 licenses and patents, or other data shall become the
                 property of the Company. During the term of this Agreement and
                 at any time thereafter, upon request of the Company, Employee
                 will join and render assistance in any proceedings and execute
                 any papers necessary to file and prosecute applications for,
                 and to acquire, maintain and enforce, letters patent,
                 trademarks, registrations and/or copyrights, both domestic
                 and foreign, with respect to such improvements, discoveries,
                 inventions, designs, documents, licenses and patents, or other
                 data as required for vesting and maintaining title to same in
                 the Company.

           9.2   NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee agrees
                 and acknowledges that the term "Confidential and Proprietary
                 Information" shall mean any and all information not in the
                 public domain, in any form, emanating from or relating to the
                 Company and its subsidiaries and affiliates, including, but
                 not limited to, trade secrets, technical information, costs,
                 designs, drawings, processes, systems, methods of operation
                 and procedures, formulae, test data, know-how, improvements,
                 price lists, financial data, code books, invoices and other
                 financial statements, computer programs, discs and printouts,
                 sketches, and plans (engineering, architectural or otherwise),
                 customer list, telephone numbers, names, addresses,
                 information about equipment and processes (including
                 specifications and operating manuals), or any other
                 complication of information written or unwritten that is used
                 in the business of the Company or any subsidiary or affiliate
                 that gives the Company or any subsidiary of affiliate any
                 opportunity to obtain an advantage over competitors of the
                 Company who do not know or use such information. Employee
                 agrees and acknowledges that all Confidential and Proprietary
                 Information, in any form, and all copies and extracts thereof,
                 is and are shall remain the sole and exclusive property of the
                 Company and, upon termination of his employment with the
                 Company, Employee hereby agrees to return to the Company
                 the originals and all copies of any Confidential and
                 Proprietary Information provided to or acquired by Employee
                 during the period of his employment. Except as ordered by a
                 court of competent jurisdiction, Employee expressly agrees
                 never to disclose to any person (except to other Company
                 employees, and then only on a "need to know" bases) or entity
                 any Confidential an Proprietary Information either during the
                 term of this Agreement or at any time after termination of his
                 employment, except with the express written authorization and
                 consent of the Company.

             9.3 CUSTOMER & CLIENT INFORMATION. Employee understands and
                 acknowledges that each customer and client of the Company or
                 its subsidiaries or affiliates will disclose information that
                 will be within the Company's control in connection with the
                 Company's furnishing of services to its customers and clients.
                 Employee covenants and agrees to hold such information in the
                 strictest confidence and shall treat such information in the
                 same manner and be obligated by the provisions of this
                 Agreement as if such information were Confidential and
                 Proprietary Information, as defined in Section 9.2 hereof.

                                         8.


<PAGE>


10.     COVENANT NOT TO COMPETE. During the term of employment and for a
        period of TWO (2) years after the termination of Employee's
        employment by the Company, Employee shall not directly or indirectly
        own, manage, operate, control or be employed by or participate in the
        ownership, management, operation or control of any business in the area
        which is the type and character engaged in and competitive with that of
        the Employer. Employee shall not, during the term of this Agreement,
        have any other paid employment other than with a subsidiary of
        affiliate of the Company, except with the Prior approval of the Board.

11.     AMENDMENTS OR ADDITIONS; ACTION BY BOARD. No amendments or
        additions to the Agreement shall be binding unless in writing and
        signed by all parties thereto. The prior approval by a majority
        affirmative vote of the full Board shall be required in order for the
        Company to authorize any amendments or additions to this Agreement, to
        give any consents or waivers of provisions of this Agreement, or to take
        any other action under this Agreement including any Notice of
        Termination.

12.     MISCELLANEOUS.

        12.1  NOTICES. Any notice required or permitted hereunder shall be
              given in writing and shall be personally delivered or mailed by
              first class registered or certified mail, postage prepaid,
              return-receipt-requested, or transmitted by facsimile, telegram
              or telex, addressed to the Company or Employee at the address set
              forth on the signature page of this Agreement, or at such other
              addresses as such party may designate by five business day advance
              written notice to the other party. Each notice or communication
              that shall have been transmitted in the manner described above, or
              that shall have been delivered to a telegraph company, shall be
              deemed sufficiently given, served, sent or received for
              purposes at such time as it is sent to the addressee (with the
              return receipt, delivery receipt or (with respect to a telex) the
              answer back being deemed conclusive, but not exclusive, evidence
              of such sending) or at such time as delivery is refused by the
              addressee upon presentation.

        12.2  SEVERABILITY. Nothing in this Agreement shall be construed so
              as to require the commission of any act contrary to law and
              wherever there is any conflict between any provision of this
              Agreement and any law, statute, ordinance, order or regulation,
              the latter shall prevail, but in such event any necessary action
              will be taken to bring it within applicable legal requirements.
              If any provision of this Agreement should be held invalid or
              unenforceable, the remaining provisions shall be unaffected by
              such a holding.

        12.3  COMPLETE AGREEMENT. This Agreement contains the entire
              Agreement and understanding between the parties relating to the
              subject matter hereof, and supersedes any prior understandings,
              agreements or representations by or between the parties, written
              or oral, relating to the subject matter hereof.

        12.4  SUCCESSORS OR ASSIGNS. This Agreement and the rights and
              obligations of the parties hereto shall bind and inure to the
              benefit of any successor or successors of the Company by


                                  9.



<PAGE>

                 way of reorganization, merger or consolidation and any
                 assignee of all or substantially all of its business assets,
                 but except as to any such successor or assignee of the
                 Company, neither this Agreement nor any rights or benefits
                 hereunder may be assigned by the Company or Employee.
                 However, in the event of death of Employee all rights to
                 receive payments hereunder shall become rights or benefits
                 hereunder may be assigned by the Company or Employee.
                 However, in the event of the death of Employee all rights to
                 receive payments hereunder shall become rights of Employee's
                 estate.

           12.5  SECTION HEADINGS. The section heading used in this
                 Agreement are included solely for convenience and shall not
                 affect, or be used in connection with, the interpretation
                 of this Agreement.

           12.6  GOVERNING LAW. This Agreement shall be governed and
                 construed in accordance with the laws of the State of Delaware.

           12.7  ARBITRATION: All disputes between the parties arising under
                 this Agreement shall be finally decided through binding
                 arbitration before Judicial Arbitration & Mediation Services,
                 Inc. ("JAMS/ENDISPUTE") in San Francisco, California, and
                 judgment on any arbitration award may be entered in any court
                 having jurisdiction over the parties or their assets.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of this date, January 1, 1999

COMPANY:                                           EMPLOYEE:




By:    /s/ Patrick A. Grotto                       By:    /s/ Patrick A. Grotto
       ---------------------                              ---------------------
Name:  Patrick A. Grotto                           Name:  Patrick A. Grotto
Title: President & CEO                             SSN:



By:    /s/ Jon M. Bloodworth
       -------------------------
Name:  Jon M. Bloodworth
Title: Secretary General Counsel




                                  10.