Sample Business Contracts

Employment Agreement - Infodata Systems Inc. and James Ungerleider

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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November 5, 1997

Mr. James Ungerleider
7210 Marlin Drive
Alexandria, VA 22307

Dear Jim,

We are  pleased  to offer you the  position  of  President  and Chief  Executive
Officer of Infodata Systems Inc. In this position,  you will report to the Board
of Directors and its Chairman, Richard T. Bueschel.

As the  Company's  Chief  Executive  Officer,  your  annual  base salary will be
$200,000,  payable  monthly.  You will  participate in an annual incentive bonus
plan with a target bonus  potential of up to fifty percent of base salary.  This
bonus will be based upon mutually agreed performance  achievements  against both
personal  management  objectives  for the year and  selected  company  financial
performance  measures.  We will agree on these measures  during your first sixty
days of employment. In recognition of your leadership role at Infodata, you will
be awarded  options to acquire  250,000  shares of stock at a price of $9.50 per
share,  which will vest to you as follows:  75,000 options upon employment,  two
increments of 50,000 on the first and second  anniversaries  of employment,  and
the remaining 75,000 options on the third  anniversary of your employment.  This
vesting is contingent  only on your  continued  employment  on those  respective

The level of your salary and bonus will be reviewed  annually by the Board.  You
will, of course,  be eligible to participate in the Company's Stock Option grant
program  going  forward.  The amounts of any such  future  grants are subject to
approval of the Board of  Directors.  In  addition,  you will  receive a $50,000
hiring  bonus  to be paid on  January  2,  1998.  You  will  participate  in the
Company's  benefit  plans  available to our other senior  executives,  including
health insurance, life insurance, and other programs.  Infodata will provide you
with a life  insurance  policy with a death benefit equal to two times your base
salary, and disability coverage equal to sixty (60) percent of your base salary.

It is understood that your employment at Infodata is  terminable-at-will  and is
not for any definite term. However,  Infodata agrees that in the event that your
employment is terminated by the Company, other than for cause, you will continue
to be paid  your base  salary in  monthly  increments  for a period of  eighteen
months, along with your various insurance benefits. A termination for cause will
be defined as a termination  by the Company of your  employment  due to (a) your
willful  disregard  and  failure to perform the duties for which  employed  (not


Mr. James Ungerleider
November 5, 1997
Page 2

failure to perform due to a disability
entitling  you to  disability  benefits) so as to result in material harm to the
Company,  or (b) your  indictment for a crime  constituting  a felony  involving
moral turpitude and resulting in material harm to the Company.

Should  you  begin  employment   elsewhere  with  a  new  employer  during  this
eighteen-month  period,  these Infodata  benefits (but not Salary  Continuation)
will  cease  upon your  eligibility  for the new  employer's  similar  programs.
Further, if during your first twelve months of employment at Infodata,  I am not
Chairman  of the  Board,  and  during  that same  twelve  month  period  you are
terminated  other than for cause,  the above salary and benefit  provisions will
apply to a twenty-four month period following your departure.

Please confirm your  acceptance of this offer and its terms by signing below and
returning a signed copy of this agreement to me.

As I am sure  you know  already  from the  time we have  been  together,  we are
excited  about your coming to Infodata  and leading the next steps in our growth
and  business  performance.  On behalf of our entire  board,  we look forward to
working together in the years ahead.


/s/ Richard T. Bueschel
Richard T. Bueschel
Chairman of the Board,
Infodata Systems Inc.


                                            /s/ James Ungerleider
                                            James Ungerleider