Sample Business Contracts

Employment Agreement - Castelle and Donald L. Rich

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.
  • 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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                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into on the 12th day
of November,  1998, by and between DONALD L. RICH ("Executive") and CASTELLE,  a
California corporation (the "Company").

         WHEREAS,  the Company desires to employ  Executive to provide  personal
services  to  the  Company,   and  wishes  to  provide  Executive  with  certain
compensation and benefits in return for his services; and

         WHEREAS,  Executive  wishes to be  employed  by the Company and provide
personal  services  to the  Company  in  return  for  certain  compensation  and

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained  herein,  it is hereby  agreed by and between  the  parties  hereto as


1.1 The effective date of this Agreement shall be November 10, 1998.

1.2 Subject to terms set forth herein, the Company agrees to employ Executive in
the  position of Chief  Executive  Officer and  Executive  hereby  accepts  such
employment effective as of November 10, 1998 (the "Employment Date"). During the
term of his employment with the Company,  Executive will devote his best efforts
and  substantially  all of his business time and attention  (except for vacation
periods  as set  forth  herein  and  reasonable  periods  of  illness  or  other
incapacities  permitted  by the  Company's  general  employment  policies  or as
otherwise set forth in this Agreement) to the business of the Company.

1.3 Executive shall serve in an executive capacity and shall perform such duties
as are customarily  associated the position of Chief Executive  Officer and such
other duties as are assigned to  Executive by the  Company's  Board of Directors
(the "Board").  Executive will report to the Board. Executive shall be appointed
to the Board and the  Company  will use its best  efforts to elect and  re-elect
Executive to the Board.

1.4 The  employment  relationship  between the parties shall also be governed by
the general  employment  policies and practices of the Company,  including those
relating to protection of confidential information and assignment of inventions,
except that when the terms of this Agreement differ from or are in conflict with
the Company's  general  employment  policies or practices,  this Agreement shall


2.1 Salary.  Executive  shall  receive for services to be rendered  hereunder an
annualized base salary of $200,000, payable on a biweekly basis.

2.2  Bonus.  Executive  will be  eligible  to earn a bonus,  in an  amount up to
$100,000 if performance  criteria to be developed by the Compensation  Committee
of the Board (the "Corporation  Committee") are met. These performance  criteria
will be established by the Compensation Committee prior to the end of the fourth
quarter of the previous  year. In the event  Executive  exceeds the  performance
criteria  established by the Compensation  Committee in a given year,  Executive
will be eligible to earn a bonus in excess of $100,000.

2.3 Standard  Company  Benefits.  Executive  shall be entitled to all rights and
benefits for which he is eligible under the terms and conditions of the standard
Company benefits and compensation  practices which may be in effect from time to
time and provided by the Company to its executive employees generally.

2.4  Compensatory  Stock  Awards.  On November 12,  1998,  the Board shall grant
Executive an option to acquire three hundred  thousand  (300,000)  shares of the
common stock of the Company.  Such options  shall be granted under the Company's
1988 Incentive Stock Plan (the "Option  Plan").  The exercise price per share of
these  options  will be equal to one hundred  percent  (100%) of the fair market
value of the Company's  common stock, as determined under the Option Plan on the
date of grant.  Subject to  Executive's  continued  employment  by the  Company,
one-sixth  (1/6) of the  options  shall  vest on the date that is six (6) months
after  the  date on  which  Executive  commences  employment  and an  additional
one-thirty-sixth (1/36) of the options shall vest each calendar month for thirty
(30) months thereafter for each subsequent month of service Executive  completes
with  the  Company.  The  vesting  of such  options  may be  accelerated  upon a
termination  of  Executive's   employment  with  the  Company  pursuant  to  the
provisions of the Executive  Severance and  Transition  Benefits  Agreement that
Executive will enter into with the Company.

2.5 Executive Severance And Transition  Benefits Agreement.  Effective as of the
Employment Date, Executive will be eligible to enter into an Executive Severance
and Transition  Benefits  Agreement with the Company in the form attached hereto
as Exhibit A (the "Severance  Agreement").  The Severance Agreement will provide
the sole benefits that  Executive will receive upon  Executive's  termination of
employment with the Company for any reason.


3.1  Agreement.  Executive  agrees  to  execute  and  abide  by the  Proprietary
Information and Inventions Agreement attached hereto as Exhibit B.

3.2  Remedies.   Executive's  duties  under  the  Proprietary   Information  and
Inventions  Agreement  shall  survive  termination  of his  employment  with the
Company.  Executive  acknowledges  that  a  remedy  at law  for  any  breach  or
threatened  breach by him of the provisions of the  Proprietary  Information and
Inventions  Agreement  would be  inadequate,  and he  therefore  agrees that the
Company  shall be  entitled to  injunctive  relief in case of any such breach or
threatened breach.



4.1 Except  with the prior  written  consent of the  Board,  Executive  will not
during the term of this Agreement  undertake or engage in any other  employment,
occupation  or  business  enterprise,  other than ones in which  Executive  is a
passive investor. Executive may engage in civic and not-for-profit activities so
long as such activities do not materially  interfere with the performance of his
duties hereunder.

4.2 During the term of his  employment  by the Company,  except on behalf of the
Company,  Executive  will not  directly  or  indirectly,  whether as an officer,
director,   stockholder,   partner,   proprietor,   associate,   representative,
consultant,  or  in  any  capacity  whatsoever  engage  in,  become  financially
interested  in, be employed by or have any  business  connection  with any other
person,  corporation,  firm,  partnership or other entity  whatsoever which were
known by him to compete directly with the Company,  throughout the world, in any
line of  business  engaged  in (or  planned to be  engaged  in) by the  Company;
provided,  however, that anything above to the contrary notwithstanding,  he may
own, as a passive investor, securities of any competitor corporation, so long as
his  direct  holdings  in any one such  corporation  shall not in the  aggregate
constitute more than 1% of the voting stock of such corporation.

5.  TERMINATION  OF  EMPLOYMENT.  Both the Company and Executive  shall have the
right to terminate Executive's  employment with the Company at any time, with or
without  cause,  and without prior notice.  If Executive's  employment  with the
Company is terminated,  Executive will be eligible to receive severance benefits
to the extent provided as set forth in the Severance Agreement.


         While  employed  by the  Company,  and  for one  (1)  year  immediately
following  the  Termination  Date,  Executive  agrees not to interfere  with the
business of the Company by  soliciting,  attempting  to  solicit,  inducing,  or
otherwise causing any employee of the Company to terminate his or her employment
in order to become an employee,  consultant or independent  contractor to or for
any competitor of the Company.


7.1  Notices.  Any notices  provided  hereunder  must be in writing and shall be
deemed  effective  upon the earlier of  personal  delivery  (including  personal
delivery by telex) or the third day after  mailing by first  class mail,  to the
Company at its primary office location and to Executive at his address as listed
on the Company payroll.

7.2 Severability.  Whenever  possible,  each provision of this Agreement will be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provisions had never been contained herein.


7.3 Waiver.  If either party should waive any breach of any  provisions  of this
Agreement,  he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.

7.4  Complete  Agreement.  This  Agreement  and  its  Exhibit  A and  Exhibit  B
constitute the entire  agreement  between  Executive and the Company and are the
complete, final, and exclusive embodiment of their agreement with regard to this
subject  matter.  They are  entered  into  without  reliance  on any  promise or
representation  other than those expressly contained herein or therein, and they
cannot be  modified or amended  except in a writing  signed by an officer of the

7.5 Counterparts.  This Agreement may be executed in separate counterparts,  any
one of which need not  contain  signatures  of more than one  party,  but all of
which taken together will constitute one and the same Agreement.

7.6 Headings.  The headings of the sections  hereof are inserted for convenience
only and shall  not be deemed to  constitute  a part  hereof  nor to affect  the
meaning thereof.

7.7 Successors and Assigns.  This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive and the Company, and their respective
successors, assigns, heirs, executors and administrators,  except that Executive
may not  assign  any of his  duties  hereunder  and he may not assign any of his
rights hereunder without the written consent of the Company,  which shall not be
withheld unreasonably.

7.8 Attorneys'  Fees. If either party hereto brings any action to enforce his or
its rights hereunder, each party in any such action shall be responsible for its
own attorneys' fees and costs incurred in connection with such action.


7.9 Choice of Law.  All  questions  concerning  the  construction,  validity and
interpretation  of this  Agreement  will be  governed by the law of the State of

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                                     By:/S/ Jerome Burke
                                                            Jerome Burke

                                                    Date:  12th November, 1998

Accepted and agreed this
12th day of November, 1998

/s/ Donald L. Rich