Sample Business Contracts

Employment Agreement - OLD RIG Inc. and Curtis M. Ricketts

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.
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                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT  AGREEMENT is executed this 24 day of April,  1998,
and effective as of January 1, 1998 (the "Effective  Date"),  by and between OLD
RIG,  Inc.  ("OLD  RIG"  and,  prior  to the  Assignment  (defined  below),  the
"Company"),  a  Delaware  corporation  which is the  general  partner  of Realty
Information Group, L.P. ("RIGLP"), a Delaware limited partnership, and Curtis M.
Ricketts ("Executive").

                  WHEREAS,  Executive has been heretofore employed by OLD RIG in
the capacity of Senior Vice President of Sales and Marketing;

                  WHEREAS, OLD RIG desires to retain Executive in such capacity;

                  WHEREAS, Executive desires to remain employed in such capacity
by OLD RIG upon the terms and conditions hereinafter set forth; and

                  WHEREAS,   Executive  and  OLD  RIG  acknowledge  that  it  is
presently contem plated that, in connection with an initial public offering (the
"Offering") of, or other significant transaction involving,  the stock of Realty
Information Group, Inc., a Delaware corporation ("RIG" and, after the Assignment
(defined  below),  the "Company"),  formerly known as Realty  Information  Group
(Delaware),  Inc., (i) OLD RIG and RIGLP will be consolidated with RIG, and (ii)
this Employment  Agreement will be automatically  assigned to and assumed by RIG
pursuant to Section 15 without further action by any party.

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound hereby,  and in consideration  of the mutual  covenants herein  contained,
agree as follows:

                  1.  Employment.  The Company agrees to employ Executive at the
Company's  offices in the greater  Washington  metropolitan  area, and Executive
agrees to be so employed,  in the capacity of Senior Vice President of Sales and
Marketing.   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 Company and  Executive  agree that this
agreement  terminates and replaces any previous  employment  agreements  between
Executive and the Company.

                  2.  Term.  The  term  of  Executive's  employment  under  this
Agreement  shall  commence  on the  Effective  Date and shall  continue  for the
initial term set forth of two (2) years (the "Initial Term"),  and for automatic
and  successive  renewal terms of one (1) year each (each,  a "Renewal Term" and
collectively,  the  "Renewal  Terms"),  unless  either the Company or Execu tive
elects  not to extend the term  beyond  the  Initial  Term or any  Renewal  Term
(herein,  the Initial  Term or a Renewal  Term is  sometimes  referred to as the
"Current  Term")  and  gives  to  the  other  party  hereto  written  notice  of
termination  at least six (6) months  prior to the end of the Initial Term or at
least three (3) months prior to the end of the Renewal Term.



                  3.  Full  time and  efforts.  Executive  shall  diligently and
conscientiously de vote his full time,  exclusive  attention and best efforts to
his duties under this contract.

                  4.  Compensation.

                      (a)  Commencing as of the Effective Date of this Agreement
and until the Offering,  the Company shall pay Executive base  compensation  for
his  services  at the  annual  rate then in effect  under  Executive's  existing
arrangements with the Company (the "Base  Compensation"),  including his monthly
bonus.  Commencing as of the effective  date of the Offering,  Executive's  Base
Compensation  shall be  $110,000  per year.  The  President  of the  Company  in
consultation  with the  Compensation  Committee of the Board of the Company will
review Executive's  performance and determine any appropriate increases annually
thereafter.  Base  Compensation  shall be  payable  in  biweekly  or such  other
installments  as shall be consistent with the Company's  payroll  procedures for
its senior executives.

                      (b)  Commencing as of the effective  date of the Offering,
Executive  shall  be  eligible  to  earn  a  quarterly  performance  bonus  (the
"Quarterly Bonus") pursuant to criteria negotiated  quarterly with the President
and approved annually by the Compensation Committee of the Board of Directors of
the Company.  The Quarterly Bonus, if any, shall be paid within thirty (30) days
of then end of the relevant  measuring period. It is expected that the Quarterly
Bonus will be at a target  level of not more than 100% of the Base  Compensation
paid during such calendar quarter.

                      (c)  RIG  shall  adopt  as of  the  effectiveness  of  its
Offering,  and main tain for the benefit of Executive for as long as any options
are outstanding,  a Stock Option Plan (the "Stock Option Plan"). Under the Stock
Option Plan, RIG will grant to Executive as of the effectiveness of the Offering
an option to  purchase  such  number of shares of RIG  common  stock at the fair
market value of such stock on the grant date as as 8,031 units of RIGLP would be
converted in the Offering.  The exercise  price of the options shall be the fair
market  value of such  stock on the grant  date  (measured  by the price of such
stock  determined at the pricing  meeting of underwriters in connection with the
Offering).  Options  granted to  Executive  under the Stock  Option  Plan may be
non-qualified  stock options or "incentive  stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").  Such
options shall vest: 25% upon the effectiveness of the Offering;  25% on December
31, 1998; 25% on December 31, 1999; and 25% on December 31, 2000.

                      (d)  In the  event  that no  Offering  shall occur but the
Company,  OLD RIG or RIGLP shall  consummate a  Significant  Equity  Transaction
during the term of this Agree ment, then  immediately  prior to the consummation
of such  transaction  the Company,  OLD RIG or RIGLP,  as the case may be, shall
grant to  Executive  options to purchase  25,000  shares of common  stock of the
Company, 8,031 shares of OLD RIG or 8,031 units of RIGLP, as the case may be, at
a price per share or unit equivalent to the price being paid by the purchaser in
such  Significant  Equity  Transaction.  Such  options  will vest as provided in
Section 4(c). For purposes

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of this  clause  (d),  "Significant  Equity  Transaction"  shall mean any equity
funding  of the  Company,  OLD RIG or  RIGLP,  as the case may be,  in which the
purchaser invests at least $15 million in such entity or entities.

                  5.  Benefits.  Executive shall be entitled to participate  in,
and  receive  benefits  from any  insurance,  medical,  disability,  vacation or
pension  plan  of the  Company  for  which  Executive  satisfies  the  generally
applicable  criteria for eligibility,  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.

                  6.  Expense   reimbursement.   The  Company  shall   reimburse
Executive  for all  categories  of expenses  incurred in carrying out his duties
under this  Agreement  that the  Company's  policies  regard as  reasonable  and
necessary.  Executive shall present to the Company from time to time an itemized
account of such expenses in any form required by the Company.

                  7.  Termination without cause.

                      (a)  By  the  Company.  The  Company  may  terminate  this
Agreement  without cause upon sixty (60) days' written notice.  In such an event
(i) all of Executive's  unvested options due to vest within the next twelve (12)
months will vest and (ii) Executive  will, as severance and  liquidated  damages
and in  consideration of his execution of a complete and absolute release of the
Company  and its  officers  from any and all  further  claims,  receive (A) on a
monthly basis, as if he had not been terminated, all payments (other than bonus)
he would  have  received  for the  greater of (x) the term  remaining  under the
Agreement had he not been terimated or (y) six months,  and (B) a pro rata share
of any bonus  based  upon that  portion of the  measuring  period  during  which
Executive was employed.

                      (b)  By Executive.  Executive  may without cause terminate
this  Agreement,  by giving one hundred eighty (180) days' written notice during
the Initial Term,  or ninety (90) days' written  notice during any Renewal Term,
to the Company. In such event, at the sole discretion of the Company,  Executive
shall  continue  to  render  all  services.  Executive  shall  be paid  the base
compensation,  accrue  bonus and vest options as provided by Section 4 up to the
date of  termination,  but  shall  not  receive  any  salary  or  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 "Change of Control"),
Executive  may elect to treat that event as a  termination  without cause unless
the new party:  (a) extends to him a reasonable  offer to (i) be retained by the
Company in an executive position of  responsibility,  authority and compensation
comparable  in  material  respects  (including  location)  to  the  position  of
Executive immediately prior to the Change of

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Control,  (ii)  retain all rights  accorded  under this  Agreement  and (iii) be
afforded all privileges accorded to other executives of the Company;  and (b) in
fact retains  Executive  in such  capacity for at least twelve (12) months after
the Change of Control.  Executive  acknowledges and agrees that the transactions
described in the fourth recital shall not constitute a "Change of Control."

                  9.  Termination  for cause.  The  Company may  terminate  this
Agreement  (a) for cause at any time by  notifying  Executive in writing of such
termination  and the cause thereof or (b) in the event of  Executive's  death or
prolonged  disability;  provided,  however,  that the only grounds  constituting
cause shall be: (i)  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,  material and  documented
directives  of the Board,  his  superior  officers,  or the  Company's  material
policies and procedures  (including without limitation the provisions of Section
10 hereof),  which actions continue uncured for a period of at least thirty (30)
days after receipt by Executive of written  notice of the need to cure or cease;
(ii) Executive's  willful  dishonesty,  fraud, or misconduct with respect to the
business or affairs of the Company; (iii) Executive's indictment for, conviction
of, or guilty or nolo contendere plea to, a felony;  and (iv) Executive's  abuse
of alcohol or drugs (legal or  illegal),  other than legal drugs taken under the
direction of a physician, that, in the Company's reasonable judgment, materially
impairs Executive's ability to perform his duties hereunder.  In any such event,
Executive  will forfeit all  unvested  options and all claims to bonuses not yet
awarded,  and  will be paid  through  the  date  of the  termination;  provided,
however, that in the event of termination for death or prolonged disability, all
unvested options shall immediately vest.

                  10. Confidentiality, Invention and Non-Compete Agreement.

                      (a)  During the term of this Agreement, and thereafter for
the duration of the period,  if any, that 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), 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 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 eighteen (18) months following
his  termination  (the  "Territory");  provided,  however,  that  the  foregoing
covenant  shall  not be  deemed  to  prohibit  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

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                         (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  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  Executive's
employment by the Company was, to 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.  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)  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.  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 Executive's  duties
for and with the  Company.  Executive  agrees  that,  given  the  nature  of the
Company's  business  and  business  plans  there  will  never  come a time  when
disclosure of the Company's proprietary software,  trade secrets or confidential
information would not be seriously injurious to the Company.

                  (c)  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,  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.  Executive further acknowledges that his training,
experience and technical skills are of such breadth that they can be employed to
Executive's  advantage in other areas which are not in direct  competition  with
the business of the Company on the date of

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termination of Executive's employment and consequently the foregoing obligations
will not unreasonably  impair Executive's ability to engage in business activity
after the termination of Executive's employment.

                  (d)   For purposes of this Section 10, the term "Company"shall
mean the  Company and each of its  subsidiaries,  predecessors  in interest  and
successors;  and  the  term  "Non-Competition  Period"  shall  mean  the  period
commencing  on the date hereof to and including  the second  anniversary  of the
date on which Executive ceases to be employed by the Company (provided, however,
that the  Non-Competition  Period,  during which the agreements and covenants of
Executive  made in this  Section 10 shall be  effective,  shall be  computed  by
excluding from such  computation any time during which 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
determination.  Upon termination of this Agreement for any reason, the covenants
specified in this Section 10 shall survive for the term specified herein.

                  (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  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.

                       (a)      If to the Company:
                                Andrew C. Florance
                                Chief Executive Officer
                                Realty Information Group
                                7475 Wisconsin Avenue
                                Sixth Floor
                                Bethesda, Maryland 20814
                                Telefax: 301-718-2444

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                  (b)  If  to  Executive,   to  the  address   indicated   below
Executive's name on the signature page.

                  12.  Arbitration.  The parties agree that any dispute  between
the parties relating to this Agreement shall not be resolved in litigation,  but
instead shall be resolved in final,  binding  arbitration by a single arbitrator
under  the  auspices  of  the  American   Arbitration   Association  ("AAA")  in
Washington,  D.C. Any such  arbitration  shall be conducted in accordance to the
AAA's Employment Dispute Resolution Procedures.

                  13.  Waiver of Breach.  The waiver by either party of a breach
of any  provisions  of this  Agreement  by the  other  shall not  operate  or be
construed  as a waiver of any  subsequent  breach.  A delay or failure by either
party to exercise a right under this Agreement,  or a partial or single exercise
of that right, shall not constitute a waiver of that or any other right.

                  14.  Governing  Law.  The  Agreement  shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.

                  15. Binding  Effect.  This Agreement shall be binding upon and
shall  inure to the benefit of the Company  and its  respective  successors  and
assigns but the rights and  obligations of Executive are personal and may not be
assigned  or   delegated   without  the   Company's   prior   written   consent.
Notwithstanding the preceding sentence, OLD RIG shall be permitted to assign all
of its obligations  hereunder to RIG and such assignment shall be deemed to have
occurred upon the  effectiveness of the  consolidation of OLD RIG and RIGLP with
RIG (the "Assignment").

                  16. Counterparts.  This Agreement,  for the convenience of the
parties, may be executed in any number of counterparts,  all of which when taken
together shall constitute one and the same Agreement.

                  17.  Entire  Agreement  concerning  Employment;  Supremacy  of
Employment  Agreement.  This Agreement  constitutes the entire Agreement between
the  parties  as  to  Executive's   employment  and  compensation  therefor  and
supersedes  and replaces  any and all  agreements,  written or oral,  as to such
matters.  This Agreement may not be modified or amended  orally,  but only by an
agreement  in  writing,  signed by the party  against  whom  enforcement  of any
waiver, change, modification,  extension or discharge is sought. If there is any
conflict with respect to Executive  between the provisions of this Agreement and
the provisions of either the bonus plan or the Stock Option Plan, as applicable,
the provisions of this Agreement shall govern.

                  18. Amendments. This Agreement may be amended only in writing,
signed by both parties.

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                  In witness whereof,  Company has by its appropriate  officers,
signed and affixed its seal and Executive has signed and sealed this  Agreement,
to be effective as of the last date noted below.

OLD RIG, INC.                                     EXECUTIVE

By:/s/ Andrew C. Florance                         /s/ Curtis M. Ricketts
   -------------------------------                -----------------------------
                                                  Name:  Curtis M. Ricketts

Date: April 24, 1998                              Date: April 24, 1998
     -----------------------------                     ------------------------





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