Sample Business Contracts

Employment Agreement - Roving Software Inc. and Gail F. Goodman

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.
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[Roving Software letterhead]

                                 April 14, 1999

Gail F. Goodman
30 Burlington Road
Bedford, MA 01730

Dear Gail,

It is my pleasure to present you with this offer for employment with Roving
Software Inc. (the "Company"). We are excited about what the future holds for
the integration of direct marketing and Web commerce, and the opportunities
available to Roving to be a leader in that area. I am glad you are interested in
joining us, and all of us at Roving believe your talents will be quite valuable
to Roving in the pursuit of our goals.

Position           You will be hired as Chief Executive Officer and will be
                   elected to the Board of Directors of Roving Software Inc.
                   Your start date will be April 5, 1999.

Compensation       Your salary will be $4583.34 per pay period. Salary is paid
                   twice a month.

                   You will be eligible to receive an annual bonus of $30,000
                   based on your achievement of mutually agreed upon objectives.

                   You will be eligible to purchase 550,000 shares of Roving
                   Software restricted common stock at $0.27 a share. The
                   Company will have the right to repurchase these shares over a
                   four year period based on the attached schedule. (Attachment
                   A)

                   If the company is sold prior to your being employed for
                   forty-eight (48) months, there will be an eighteen (18) month
                   acceleration of the repurchase plan.

                   If the Company, except for cause, terminates your employment,
                   you will receive six (6) months base salary and health
                   insurance benefits.

Benefits           At such time as the Company commences employee benefits, you
                   will be covered by the Company's health insurance plan and
                   you will receive such other employee benefits as the Company
                   generally provides its employees. (The Company will reimburse
                   you for your monthly COBRA payments until the Company offers
                   an employee health insurance plan.)

                   You will receive three (3) weeks of vacation per year.

                   The Company reserves the right to change or discontinue any
                   of its current benefits and policies in the future.
<PAGE>
Other Agreements   It is necessary for you to sign the Company's Nondisclosure,
                   Noncompetition and Developments Agreement, a copy of which is
                   enclosed with this letter. It is the Company's understanding
                   that you have made no agreements with any other party that
                   would restrict you from being employed by the Company.

I look forward to working with you. If you have any questions, please call me at
(617) 912-9454.

Sincerely,


/s/ Randy Parker
-------------------------------------
Randy Parker                            ACCEPTED: /s/ Gail Goodman
President and CTO                                 ------------------------------
                                        DATE:     4/5/99
                                                  ------------------------------

Encl: NDNC agreement (4 pages)
      Attachment A