Sample Business Contracts

Employment Agreement - Identix Inc. and Yury Shapiro

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                                                            Identix Incorporated

                             EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is entered into as of the 26th
day of April, 1999, between Identix Incorporated, a Delaware corporation
("Identix"), and Yury Shapiro ("Employee").


     A.   Identix and IDT Holdings, Inc., a Delaware corporation (the "Company"
or "IDT Holdings"), have entered into an Agreement and Plan of Reorganization
and Merger dated as of November 14, 1998, as amended on December 11, 1998,
February 3, 1999 and March 16, 1999 (the "Merger Agreement") pursuant to which
the Company will merge with a wholly-owned subsidiary of Identix (the "Merger")
and the Company will be the surviving corporation and will become a wholly-owned
subsidiary of Identix.

     B.   Identix desires to assure the services of Employee from the date on
which the Merger becomes effective (the "Effective Date") for the term of years
after the Effective Date indicated on Schedule A, and Employee is willing to be
employed by Identix during such period, on the terms and subject to the
conditions set forth in this Agreement. This Agreement shall only be effective
upon the Effective Date and shall be of no effect if the Merger does not occur.


          1.   Duties.   During the term of this Agreement, Employee shall
devote all of his business time, energy, and skill to the affairs of Identix;
provided, however, that Employee may undertake such specific additional
charitable and business activities, if any, as Identix may reasonably approve
(including, without limitation, activities for affiliates of Identix). During
the term of this Agreement, Employee shall report directly to the person
indicated on Schedule A, or to such other person or persons as may be selected
by the Board of Directors of Identix from time to time.

          2.   Term of Employment.

               2.1  Definitions.  For purposes of this Agreement the following
terms shall have the following meanings:

                    (a)  "Termination For Cause" shall mean termination by
Identix of Employee's employment by Identix (i) by reason of Employee's
commission of a felony or other conduct involving fraud or moral turpitude, (ii)
by reason of Employee's fraud upon, or deliberate injury or attempted injury to
Identix, (iii) by reason of Employee's failure to substantially perform for
Identix the normal material duties related to his job position (other than
failure resulting from incapacity due to disability or death) which failure
continues for sixty (60) days following the Employee's receipt of written notice
of such failure to perform, specifying the nature of the failure and the means
by which it can be remedied, (iv) by reason of Employee's willfully engaging in
gross misconduct which is materially and demonstrably injurious to Identix, or
(v) by reason of Employee's willful breach of this Agreement in any material

                    (b)  "Termination Other Than For Cause" shall mean
termination by Identix of Employee's employment by Identix (other than in a
Termination For Cause). Included within the definition of "Termination Other
Than For Cause" shall be (i) Employee's death during the term of this Agreement,
(ii) termination of Employee's employment by Identix based on Employee's failure
to perform his duties under this Agreement on account of illness or physical or
mental incapacity for a period of more than three (3) consecutive months or
(iii) any other involuntary termination that does not constitute a Termination
For Cause.

                    (c)  "Voluntary Termination" shall mean termination by
Employee of Employee's employment by Identix, excluding termination by reason of
Employee's death or disability as described in Section 2.1(b).

                    (d)  "Resignation for Good Reason" shall mean a voluntary
resignation of employment by Employee as a result of a material diminution in
responsibility, decrease in base salary or an involuntary relocation, provided
that Employee notifies Identix on or prior to any such resignation and Identix
fails to cure such event giving good reason for such resignation within 30 days

               2.2  Basic Term.  The term of employment of Employee by Identix
shall commence on the Effective Date and shall continue for the term indicated
on Schedule A, unless extended by mutual written agreement of Employee and
Identix or earlier terminated as provided in this Agreement.

               2.3  Termination For Cause.  Termination For Cause may be
effected by Identix at any time during the term of this Agreement and shall be
effected by written notification to Employee. Upon Termination For Cause,
Employee shall be immediately paid all accrued salary, and all accrued vacation
pay, all to the effective date of termination, but Employee shall not be paid
any other compensation or reimbursement of any kind, including, without
limitation, severance compensation or bonus.

               2.4  Termination Other Than For Cause or Resignation for Good
Reason. Notwithstanding anything else in this Agreement, Identix may effect a
Termination Other Than For Cause at any time after giving at least 30 days'
notice to Employee of such termination or pay in lieu of such notice. Upon the
effective date of any Termination Other Than For Cause or Resignation for Good
Reason, (a) Employee shall immediately be paid all accrued salary, and all
accrued vacation pay, all to the effective date of termination, (b) as severance
compensation, Employee shall continue to be paid his then current base salary
for the number of months indicated on Schedule A or until the end of the
original term of this Agreement, whichever is earlier ("Severance Period"), (c)
Employee shall be paid all bonuses accrued through the date of termination, (d)
during the Severance Period, the Company shall make COBRA payments to continue
Employee's medical and dental benefits (or pay Employee an amount equivalent to
such COBRA payments) and shall make payments to continue Employee's term life
insurance (or pay Employee an amount equivalent to the premiums in effect prior
to termination), and (e) the options to purchase Common Stock granted to
Employee on the date of, and in connection with, this Agreement shall fully vest
immediately in accordance with the terms of the stock option agreement attached
as Exhibit 4, but Employee shall not be paid any other compensation or
reimbursement of any kind. If any Termination Other Than For Cause is the result
of the death of Employee, all payments payable under this


Section 2.4 shall be paid to Employee's heirs or legal representative.

               2.5  Voluntary Termination.  In the event of a Voluntary
Termination, Identix shall immediately pay to Employee all accrued salary, and
all accrued vacation pay, all to the effective date of termination, but no other
compensation or reimbursement of any kind, including, without limitation,
severance compensation or bonus.

          3.   Salary and Benefits.

               3.1  Base Salary.  As payment for the services to be rendered by
Employee as provided in Section 1 and subject to the terms and conditions of
Section 2, Identix agrees to pay to Employee a "base salary" at the rate per
month indicated on Schedule A, subject to deductions, payable bi-weekly in the
same manner as other Identix employees receive their base compensation.

               3.2  Bonus.  Employee shall be eligible for a bonus as indicated
on Schedule A.

               3.3  Fringe Benefits.  Employee shall be eligible to
participate in such of Identix's benefit plans as are now generally available or
later made generally available to employees of Identix. Such benefits shall at a
minimum include medical, dental and term life insurance.

               3.4  Car Allowance.  Employee shall receive a car allowance of
$800 per month during the term of this Agreement.

          4.   Stock Options.  In further consideration for Employee agreeing to
perform services for the Company hereunder, contemporaneously with the execution
of this Agreement, Employee and Identix shall enter into a stock option
agreement in the form attached hereto as Exhibit 4, covering the number of
shares of Identix Common Stock indicated on Schedule A.

          5.   Annual Performance Review.  The Company shall perform an annual
review of Employee's performance and, in the discretion of the IDT Holdings
Board of Directors, make appropriate increases in Employee's base salary and
determine whether additional stock option grants should be recommended to the
Board of Directors of Identix. The first such annual performance review shall be
conducted on or about July 1, 1999.

          6.   Miscellaneous.

               6.1  Waiver.  The waiver of any term or condition of this
Agreement by any party shall not be construed as a waiver of a subsequent breach
or failure of the same term or condition, or a waiver of any other term or
condition of this Agreement.

               6.2  Notices.  All notices, requests, demands, and other
communications made in connection with this Agreement shall be in writing and
shall be deemed to have been duly given on the date of delivery if delivered by
hand delivery or 12 hours after facsimile transmission to the persons identified
below or five days after mailing if mailed by certified or registered mail
postage prepaid return receipt requested addressed as follows:


               If to Identix:

               510 N. Pastoria Ave.
               Sunnyvale, California 94086
               Attn: President
               Facsimile:        408-739-0178
               Confirmation No.:  408-731-2000

               If to Employee:

               To the address indicated on Schedule A

Any party may change its address for notices by notice duly given pursuant to
this Section 6.2.

               6.3  Headings.  The headings contained in this Agreement are
intended for convenience and shall not be used to interpret the meaning of this
Agreement or to determine the rights of the parties.

               6.4  Governing Law; Consent to Jurisdiction and Venue.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts entered into and wholly to be
performed within the State of California by California residents. Employee
hereby submits to the jurisdiction and venue of the Superior Court of the State
of California for the County of Santa Clara or the United States District Court
for the Northern District of California for any legal action arising from or
connected with this Agreement. Employee agrees that service upon Employee in any
such action may be made by first class mail, certified or registered, in the
manner provided for delivery of notices in Section 6.2.

               6.5  Successor and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the executors, administrators, heirs,
successors and assigns of the parties; provided, however, that this Agreement
shall not be assignable by Identix (except in connection with the merger or
consolidation of Identix with or into another entity or the sale by Identix of
all or substantially all of its assets) or by Employee.

               6.6  Counterparts. This Agreement may be signed in counterparts
with the same effect as if the signatures of each party were upon a single
instrument. All counterparts shall be deemed an original of this Agreement.

               6.7  Withholdings.  All sums payable to Employee hereunder shall
be reduced by all federal, state, local and other withholding and similar taxes
and payments required by applicable law.

               6.8  Severability.  If any provision of this Agreement is held
to be unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent possible.

               6.9  Entire Agreement; Modifications.  Except as otherwise


herein, this Agreement represents the entire understanding between the parties
with respect to the subject matter hereof, and this Agreement supersedes any and
all prior understandings, agreements, plans and negotiations, written or oral,
with respect to the subject matter hereof. All modifications to the Agreement
must be in writing and signed by the party against whom enforcement of such
modification is sought, provided that no modification shall be enforceable
against Identix unless signed by the Chief Executive Officer or Chief Operating
Officer of Identix.

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

                              IDENTIX INCORPORATED

                              By: /s/ Randall C Fowler


                              /s/ Y Shapiro



                             EMPLOYMENT AGREEMENT
                                  SCHEDULE A

1.   Name and address of Employee:    Yury Shapiro

2.   Term of Agreement:       Three (3) years

3.   Base Salary:             $14,583 per month

4.   Bonus:

     For the period from January 1, 1999 through June 30, 1999, Employee can
     earn a bonus equal to $25,000 to be earned in the increments listed below
     if IDT Holdings meets the quarterly and six month pre-tax profit
     projections listed below. The bonuses would be calculated based on a linear
     scale with no cap, whereby to earn a bonus in any of the periods listed,
     IDT Holdings must exceed 90% of such period's pre-tax profit projection.
     For example, with respect to the quarter ended June 30, 1999, each
     increment of 10 percent past the 90% mark is worth $10,000 (e.g. at 90%
     there would be no bonus due, at 110% of the pre-tax profit projection,
     Employee would earn a bonus in the amount of $20,000).

     Period                                Pre-Tax Profit Projection  Bonus
     ----------------------------------    -------------------------  -----
     Quarter ended March 31, 1999          $  340,000                 $ 5,000
     Quarter ended June 30, 1999           $1,946,000                 $10,000
     Six month period ended June 30, 1999  $2,286,000                 $10,000

     For fiscal years subsequent to the fiscal year ended June 30, 1999, the
     bonus amounts and the performance goals shall be determined by the Board of
     Directors of IDT Holdings.

5.   Stock Options:    100,000 shares

6:   Severance Period:     12 months

7.   Initially report to:  Oscar Pieper

Initialed by:

Identix: ______________
Employee:    _______________