Sample Business Contracts

Employment Agreement - Realty Information Group Inc., Jamison Research Inc. and Henry D. Jamison IV

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

                  EMPLOYMENT  AGREEMENT dated this 13th day of March,  1998, and
effective  as of the  Effective  Date  (defined  below),  by and between  Realty
Information  Group,  Inc.,  a Delaware  corporation  (formerly  known as "Realty
Information  Group, Inc.  (Delaware),  Inc.") (the "Company"),  Jamison Research
Incorporated ("JRI") and Henry D. Jamison, IV (the "Executive").

                  In connection with the Company's acquisition of all the shares
of JRI the Company  desires to employ the  Executive  to devote full time to the
business of the Company and or JRI, and the Executive desires to be so employed.

                  The parties agree as follows:

                  1. EMPLOYMENT. The Company agrees to employ the Executive, and
the   Executive   agrees  to  be  so   employed,   in  the   capacity   of  Vice
President-Consulting  Services  and  President  of an entity  likely to be named
Jamison  Reports  ("JR") , located in  Atlanta,  Georgia.  The  Executive  shall
perform such functions and undertake such  responsibilities as are assigned from
time to time by the  President  of the  Company or the Board of  Directors.  The
Executive's  employment  shall be for a term of three  years  commencing  on the
Effective Date of this Agreement.

                  2. TERMINATION OF PRIOR EMPLOYMENT AGREEMENTS. The Company and
the Executive  agree that this  agreement  terminates  and replaces any previous
employment agreements between the Executive and JRI including any resolutions or
oral  understandings that might be construed to be a part of any such agreement,
subject to agreement between the Company,  JRI and the Executive  concerning the
settlement  as  Effective  Date,  of any amounts  that may then be due and owing
under and in accordance  with any such  agreements.  Upon that  settlement,  all
other agreements between the parties concerning employment are hereby terminated
and of no further  force and effect,  all  without  cost or charge to JRI or the

                  3. FULL TIME AND EFFORTS. Except as otherwise provided in this
Section 3, the Executive shall  diligently and  conscientiously  devote his full
time,  exclusive  attention and best efforts to his duties as the Company's Vice
President-Consulting  Services and President of JC. However, the Executive shall
be entitled to devote a  reasonable  amount of time to service  with  religious,
charitable and other non-profit organizations, to service on advisory boards and
boards of directors of trade  associations,  and to such other business entities
that do not compete  with the  business of the  Company,  to the extent that the
cumulative  burden of such  service  does  not,  in the  reasonable  view of the
President of the Company,  interfere with the Executive's primary responsibility
to the Company.  The Executive shall keep the President of the Company  apprised
of the fact and demands of each such activity.

                 4.  COMPENSATION.   Commencing as of the Effective Date of this
Agreement,  the  Company  shall  pay the  Executive  base  compensation  for his
services  at  an  annual  rate  of  one


hundred thirty-five thousand dollars ($135,000) for the first full year. For the
second and third years,  the Company shall pay the Executive  base  compensation
for his services at an annual rate of no less one hundred  thirty-five  thousand
dollars  ($135,000),  and the President of the Company in consultation  with the
Compensation  Committee of the Board of the company, will review the Executive's
performance  and determine any  appropriate  increases.  This base  compensation
shall be paid in equal bi-weekly installments.  In addition, the Executive shall
be eligible to earn an annual  performance  bonus (the "Annual  Bonus") of up to
two hundred  percent (200%) of his base salary  pursuant to criteria  negotiated
with the President and approved by the the  Compensation  Committee of the Board
of  Directors of the  Company.  For the first year,  the criteria for the Annual
Bonus will be that set forth in Appendix A to this Agreement.  The Annual Bonus,
if any, shall be paid within 120 days of each  anniversary of the Effective Date

                  5.  BENEFITS.  The Executive  shall be entitled to participate
in, and receive benefits from any insurance, medical, disability or pension plan
of the  Company,  and to other  perquisites  which  may be in effect at any time
during the term hereof that are generally available to senior executive officers
of the Company.  Copies of the current version of those policies are attached as
Schedule 5 to this Agreement.

                  6. EXPENSE  REIMBURSEMENT.  The Company  shall  reimburse  the
Executive for all  categories of reasonable and necessary  expenses  incurred in
carrying out his duties under this  Agreement  that are  reimbursed to any other
Vice President of the Company.  The Executive  shall present to the Company from
time to time an itemized  account of such  expenses in any form  required by the
Company.  Such  expenses  shall be  reimbursed  within 30 days of  submission of
appropriate documentation.

                  7. TERMINATION WITHOUT CAUSE.

                    (a) BY THE  COMPANY.  After the  second  anniversary  of the
Effective  Date of this  Agreement,  the Company may  terminate  this  Agreement
without cause upon sixty (60) days written notice, however in that event (i) all
of the Executive's  unvested options due to vest within the six months will vest
and (ii) the Executive will continue to receive over the term of this agreement,
as if he had not been terminated, all payments he would have received had he not
been  terminated  (and a pro rata share of any bonus,  which shall be based upon
the number of days since the last  anniversary,  and the number  remaining until
the  next  anniversary,  of the  Effective  Date  hereof)  as  severance  and as
liquidated  damages,  subject  to and in  consideration  of his  execution  of a
complete and absolute release of the Company and its officers and directors from
any and all further claims relating to his employment hereunder.

                    (b) BY THE  EXECUTIVE.  After the second  anniversary of the
Effective Date of this Agreement, the Executive may without cause terminate this
Agreement,  by giving one  hundred  twenty  (120)  days'  written  notice to the
Company.  In such event,  at the sole  discretion of the Company,  the Executive
shall continue to render all services and shall be paid

the base  compensation  as provided by Section 4 up to the date of  termination,
but shall not receive any bonus  payment  thereafter  nor shall any stock option
that is not otherwise vested or nonforfeitable on the date of termination become
vested or nonforfeitable on such date.

                  8.  TERMINATION  AFTER MERGER OR ACQUISITION.  In the event of
the merger of the Company or the acquisition,  directly or indirectly, of all or
substantially  all of the  Company's  assets or a  controlling  interest  in the
voting shares of the Company by an  unaffiliated  party (a AChange of Control"),
the  Executive  may elect to treat that  event as a  termination  without  cause
unless the new party  extends to him a  reasonable  offer to: (a) be retained by
the  Company  in  an  executive  position  of   responsibility,   authority  and
compensation  comparable  in  material  respects  (including  location)  to  the
position of the Executive immediately prior to the Change of Control; (b) retain
all rights  accorded  under this  Agreement;  and (c) be afforded all privileges
accorded to other  executives  of the  Company.  If the  Executive  elects to be
terminated  pursuant  to  such  a  Change  of  Control,  then  on the  date  the
termination  becomes  effective,  any portion of any stock option awarded to the
Executive  pursuant to any stock  option plan not already  vested  shall  become
fully vested.

                  9.  TERMINATION  FOR CAUSE.  The  Company may  terminate  this
Agreement for cause at any time by notifying  the Executive of such  termination
and the cause thereof;  provided,  however,  that the only grounds  constituting
cause  shall  be:  (a) the  Executive's  death,  (b) the  Executive's  prolonged
disability,  (c) the  Executive's  gross  negligence in the  performance  of his
duties hereunder,  intentional nonperformance or mis-performance of such duties,
or refusal to abide by or comply with the reasonable  and documented  directives
of the Board,  his superior  officers,  or the Company's  material  policies and
procedures,  which actions continue for a period of at least ten (10) days after
receipt by  Executive  of written  notice of the need to cure or cease;  (d) the
Executive's  willful  dishonesty,  fraud,  or  misconduct  with  respect  to the
business  or affairs of the Company and that,  in the  judgment of the  Company,
materially  and adversely  affects the  operations or reputation of the Company;
(e) the Executive's  conviction of a felony involving moral  turpitude;  and (f)
the  Executive's  abuse of  alcohol or drugs  (legal or  illegal)  that,  in the
Company's  judgment,  materially impairs the Executive's  ability to perform his
duties  hereunder.  In any such event,  the Executive  will forfeit all unvested
options, all claims to bonuses not yet awarded and will be paid through the date
of the termination.


                      (a) During the term of this Agreement,  and thereafter for
the duration of the period, if any, that the Executive  continues to be employed
by the Company  and/or any other entity owned by or affiliated  with the Company
or on an "at will" basis, and thereafter for the Non-Competition Period (defined
below),  the  Executive  shall not,  directly or  indirectly,  for himself or on
behalf  of or in  conjunction  with  any  other  person,  company,  partnership,
corporation, business, group, or other entity (each, a " Person"):

                         (i)  engage,  as  an  officer,  director,  shareholder,
owner, partner, member, joint venturer, or in a managerial capacity,  whether as
an employee, independent

contractor,  consultant,  advisor,  or  sales  representative,  in any  business
selling any products or services in direct  competition  with the Company in any
business selling any products or services in direct  competition with Parent, in
the United States,  Canada,  the United  Kingdom,  or other nations in which the
Company is  conducting or in which he was aware the Company had plans to conduct
business within the twelve months following his termination  (the  "Territory");
provided,  however,  that the foregoing covenant shall not be deemed to prohibit
the Executive  from acquiring as an investment not more than one percent (1%) of
the capital  stock of a competing  business  whose stock is traded on a national
securities exchange or over-the-counter;

                         (ii) call upon any Person who is, at that time,  within
the Territory,  an employee of the Company for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company;

                         (iii)  call  upon any  Person  who or that is,  at that
time, or has been, within one year prior to that time, a customer of the Company
within the  Territory  for the  purpose of  soliciting  or selling  products  or
services in direct competition with the Company within the Territory; or

                         (iv) on the  Executive's own behalf or on behalf of any
competitor,  call upon any Person as a prospective  acquisition candidate for an
entity  other  than  the  Company  or its  affiliates  who or that,  during  the
Executive's employment by the Company was, to the Executive's knowledge,  either
called upon by the Company as a  prospective  acquisition  candidate  or was the
subject of an acquisition analysis conducted by the Company.  The Executive,  to
the extent  lacking the  knowledge  described in the preceding  sentence,  shall
immediately  cease all contact with any prospective  acquisition  candidate upon
being  informed  that the  Company  had called  upon such  candidate  or made an
acquisition analysis thereof.

               (b) The  Executive  acknowledges  that  during  the course of his
employment,  he may  develop  and obtain  access to trade  secrets,  proprietary
software and other "confidential  business  information" of the Company, such as
its  software  systems,  sources  of data,  databases  and  other  competitively
sensitive  information  kept in  confidence  by the Company  such as selling and
pricing  information and  procedures,  research  methodologies,  customer lists,
business and marketing plans, and internal financial  statements.  The Executive
agrees  to not use or  disclose  any  trade  secrets,  proprietary  software  or
confidential  business  information  to which he is exposed or has access in the
course of his employment  with the Company,  even if elements of any of them may
belong to third parties, during his employment and for so long afterwards as the
Company  seeks to maintain  as  confidential  the  proprietary  software,  trade
secrets or confidential business information, whether or not the software, trade
secrets and confidential  business  information are in written or tangible form,
except as required and  authorized  during the  performance  of the  Executive's
duties for and with the Company.  The Executive agrees that, given the nature of
the  Company's  business  and  business  plans  twenty-four  (24)  months  is  a
reasonable period during which disclosure of proprietary software, trade secrets
or confidential  information  would be injurious to the Company;  and that there
will never come a time when

disclosure  of  the  Company's  proprietary  software  would  not  be  seriously
injurious to the Company.

               (c) The Executive  acknowledges  that he has been employed by the
Company during its critical  developmental  and roll-out stages and that leaving
the employ of the Company to join any business competitor would seriously hamper
the business of the Company.  Accordingly, the Executive agrees that the Company
shall be  entitled  to  injunctive  relief to prevent  him from  violating  this
Section  10, in  addition  to all  remedies  permitted  by law,  to enforce  the
provisions  of this  Agreement.  The  Executive  further  acknowledges  that his
training,  experience and technical  skills are of such breadth that they can be
employed  to the  Executive's  advantage  in other areas which are not in direct
competition  with the business of the Company on the date of  termination of the
Executive's  employment  and  consequently  the foregoing  obligations  will not
unreasonably impair the Executive's ability to engage in business activity after
the termination of the Executive's employment.

               (d) For  purposes of this  Section 10, the term  "Company"  shall
mean the Company and each of its subsidiaries and predecessors in interest;  and
the term  "Non-Competition  Period"  shall  mean the  period  commencing  on the
Effective Date to and including the second  anniversary of the date on which the
Executive  ceases to be  employed by the Company  (provided,  however,  that the
Non-Competition  Period,  during  which  the  agreements  and  covenants  of the
Executive  made in this  Section 10 shall be  effective,  shall be  computed  by
excluding  from such  computation  any time  during  which the  Executive  is in
violation of any provision of this Section 10).

               (e) The  covenants in this Section 10 are severable and separate,
and  the  unenforceability  of  any  specific  covenant  shall  not  affect  the
provisions of any other  covenant.  If any provision of this Section 10 relating
to the time period or  geographic  area of the  restrictive  covenants  shall be
declared by a court of competent  jurisdiction to exceed the maximum time period
or  geographic  area,  as  applicable,  that such  court  deems  reasonable  and
enforceable,  said time  period or  geographic  area  shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such  court  deems   reasonable  and   enforceable   and  this  Agreement  shall
automatically  be  considered  to have been  amended and revised to reflect such

               (f) All of the covenants in this Section 10 shall be construed as
an  agreement  independent  of any other  provision in this  Agreement,  and the
existence of any claim or cause of action of the Executive  against the Company,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Company of such covenants.

      11.  NOTICES.  All notices  required or  permitted to be given under  this
Agreement shall be given by certified  mail,  return receipt  requested,  to the
parties at the


following  addresses  or to such  other  addresses  as either may  designate  in
writing to the other party.

                           If to the Company:

                                    Michael R. Klein
                                    Chairman of the Board
                                    Realty Information Group
                                    7475 Wisconsin Avenue
                                    Sixth Floor
                                    Bethesda, Maryland 20814
                                    Telefax: 301-718-2444

                           If to the Executive:

                                    Henry D. Jamison IV
                                    Suite 100
                                    1731 Commerce Drive
                                    Atlanta, Georgia 30318
                                    Telefax:  404-256-3486

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

                  13. AMENDMENTS. This Agreement may be amended only in writing,
signed by both parties.

                  14. NON-WAIVER. A delay or failure by either party to exercise
a right  under this  Agreement,  or a partial or single  exercise of that right,
shall no constitute a waiver of that or any other right.

                  15.  ARBITRATION.  Any and all disputes hereunder not resolved
amicably  shall be resolved  only through  arbitration  by a single member panel
under  the  auspices  and  pursuant  to the  rules of the  American  Arbitration
Association,  or any mutually  agreeable  substitute.  The  arbitrator  shall be
empowered  to  permit  limited  discovery  and  allocate  expenses  between  the
prevailing and losing party as he or she deems appropriate.

                  16. BINDING EFFECT.  The provisions of this Agreement shall be
binding  upon and inure to the  benefit  of both  parties  and their  respective
successors and assigns.

                  17.   EFFECTIVENESS.   This   Agreement   shall  take   effect
automatically  upon  the  consummation  of that  certain  Agreement  and Plan of
Contribution,  dated February 17, 1998, by and among the Company, the Executive,
JRI, OLD RIG,  Inc.(formerly known as "Realty


Information  Group,  Inc."),  Realty  Information  Group,  L.P.  and Leslie Lees
Jamison.  The  consummation  of such  agreement  is  referred  to  herein as the
"Effective Date."

                  In witness whereof,  Company has by its appropriate  officers,
signed and  affixed  its seal and the  Executive  has  signed  and  sealed  this