Sample Business Contracts

Employment Agreement - Diversa Corp. and William H. Baum

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.
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  • 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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July 31, 1997

Mr. William H. Baum
25 Lake End Place
Mountain Lakes, New Jersey 07046

Dear Bill,

We are pleased to offer you employment with Diversa Corporation with the
following terms:

TITLE:                 Vice President - Sales and Marketing.

BASE SALARY:           $16,250.00 per month.

ANNUAL BONUS:          An annual bonus of up to 20% of base salary based upon a
                       combination of the Company's performance against the
                       Business Plan and your performance against agreed upon
                       goals, with a guaranteed bonus of $13,000 for 1997 only.

START BONUS:           The Company will pay you $15,000 on September 1, 1997,
                       and $15,000 on March 1, 1998 to compensate for the loss
                       of the vesting of your options and bonus payment which
                       you represent you would have received from International
                       Specialty Products.

EQUITY:                In August 1997, the Board will grant you an option on
                       275,000 shares at the fair market value as determined by
                       the Board of Directors (currently $.146 per share). This
                       is subject to the conditions stated in the Employee
                       Incentive and Non-Qualified Stock Option Plan and vested
                       over a four year period.

SEVERANCE ON           Up to six months base salary and benefits paid monthly
TERMINATION WITHOUT    until new employment begins. For cause termination's are
CAUSE:                 those defined in the 1994 Stock Option Plan.

EQUITY PURCHASE:       You will be permitted to purchase $50,000 of the Series D
                       Convertible Preferred Stock at the same price and on the
                       same terms as the other Series D investors at the closing
                       of the financing, which is expected to be in September

BENEFITS:              You will be entitled to the Company's health, dental,
                       disability, life insurance 401(k) and other benefits on
                       the same terms as other officers.

VACATION:              Four (4) weeks per year, accrued at 1.67 days per month.


Mr. William H. Baum
July 31, 1997
page -2-

RELOCATION:         The Company will offer you the following relocation package
                    from your home in New Jersey: (i) two (2) Company paid house
                    or apartment hunting visits to San Diego; (ii) mortgage and
                    closing costs, excluding points, for both New Jersey and
                    California; (iii) moving costs; and (iv) a gross up for tax
                    purposes of any taxable income associated with the moving
                    expenses. The aforementioned is limited to a maximum of

AGREEMENTS:         As a condition of employment you will be required to sign
                    Diversa Corporation's standard form of invention, non-
                    disclosure and non-compete agreement. An offer of employment
                    will be subject to a satisfactory medical examination.

TERMS OF            In a dynamic environment in which Diversa Corporation does
EMPLOYMENT:         business, the Company must be able to respond rapidly to
                    business and technological changes. We are also aware that
                    employees want the freedom to respond to changing career
                    opportunities. For this reason, as an employee of Diversa
                    Corporation, you will enjoy the At-Will Employment Policy.
                    This means you are free to terminate your employment and the
                    Company may terminate your employment, at any time, with or
                    without reason or cause. Any oral representations to the
                    contrary are invalid. Any employment contract for anything
                    other than the At-Will Employment Policy, is only valid if
                    made in writing and signed by the Chief Executive Officer of
                    the Company. Upon beginning employment, you will be
                    presented with an employee handbook which will also describe
                    our Company's At-Will Employment Policy, as well as other
                    personnel guidelines and various benefits to which you may
                    be entitled.

This offer is open to August 4, 1997, and your employment is to commence by
August 18, 1997.

Please give me a call when you have had a chance to review this. If acceptable,
please sign and return one copy of this letter.

Bill, we are all convinced that you will make a tremendous contribution to
Diversa Corporation.

                                            Best personal regards,

                                        /s/ Terrance J. Bruggerman
                                            Terrance J. Bruggerman
                                            Chairman and Chief Executive Officer


/s/ William H. Baum
    William H. Baum

     Aug. 1, 1997