Sample Business Contracts

Employment Agreement - Loudeye Technologies Inc. and Todd Hinders

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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                               December 15, 2000

Todd Hinders

Dear Todd,

     On behalf of Loudeye Technologies, Inc., a Delaware corporation (the
"Company"), I am pleased to offer you the position of Vice President of Sales of
the Company.  Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

     The terms of your new position with the Company are as set forth below:

          1.  Position.

               a.  You will become the Vice President of North American Sales of
                   the Company, working out of the Company's office in Seattle,
                   Washingto. You will report to the Company's CEO.

               b.  You agree to the best of your ability and experience that you
                   will at all times loyally and conscientiously perform all of
                   the duties and obligations required of and from you pursuant
                   to the express and implicit terms hereof, and to the
                   reasonable satisfaction of the Company. During the term of
                   your employment, you further agree that you will devote all
                   of your business time and attention to the business of the
                   Company, the Company will be entitled to all of the benefits
                   and profits arising from or incident to all such work
                   services and advice, you will not render commercial or
                   professional services of any nature to any person or
                   organization, whether or not for compensation, without the
                   prior written consent of the Company's Board of Directors,
                   and you will not directly or indirectly engage or participate
                   in any business that is competitive in any manner with the
                   business of the Company. Nothing in this letter agreement
                   will prevent you from accepting speaking or presentation
                   engagements in exchange for honoraria or from serving on
                   boards of charitable organizations, or from owning no more
                   than one percent (1%) of the outstanding equity securities of
                   a corporation whose stock is listed on a national stock


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          2.  Start Date.  Subject to fulfillment of any conditions imposed by
              this letter agreement, you will commence this new position with
              the Company on December 11, 2000.

          3.  Proof of Right to Work.  For purposes of federal immigration law,
              you will be required to provide to the Company documentary
              evidence of you identity and eligibility for employment in the
              United States. Such documentation must be provided to us within
              three (3) business days of your date of hire, or our employment
              relationship with you may be terminated.

          4.  Compensation.

               a.  Base Salary.  You will be paid a monthly salary of
                   $10,833.33, which is equivalent to $130,000.00 on an
                   annualized basis. Your salary will be payable in two equal
                   payments per month pursuant to the Company's regular payroll
                   policy (or in the same manner as other employees of the

               b.  Annual Review.  Your base salary will be reviewed in March as
                   part of the Company's normal salary review process.

               c.  Bonus.  You will receive a commission bonus of approximately
                   $25,000.00 per quarter ($100,000.00 annually), the structure
                   of which to be determined by you and the Company's CEO.

          5.  Stock Options.  You will be eligible to participate in any stock
              option or other incentive programs available to officers or
              employees of the Company. Your initial grant amount will be a
              total of 200,000 Nonqualified Stock Options, with 100,000 shares
              with a grant date of November 21, 2000, and the remaining 100,000
              shares will be granted in January, 2001. Each of the options shall
              have a ten-year term and shall be exercisable at the rate of 12.5%
              of the shares quarterly on each three month anniversary of the
              Vesting Commencement Date, (which shall be November 21, 2000), for
              so long as you remain an employee of or consultant to the Company;
              provided, however, if the Company experiences a change in control
              vesting will accelerate with respect to 25% of the total number of
              outstanding options upon consummation of the Change of Control. If
              you are terminated within twelve months after a change in control
              vesting will accelerate with respect to 100% of these options. If
              the Change of Control occurs within the first two years of
              employment, the percentage of the outstanding options that would
              be vested upon consummation of the Change of Control shall not be
              less than 50%.


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          5.  Benefits.

               a.  Insurance Benefits.  The Company will provide you with
                   standard medical and optional dental and vision insurance
                   benefits. You will be eligible to purchase coverage for your
                   dependents under the Company's medical, dental, and vision
                   insurance program. The Company will subsidize 100% of these
                   premiums. In addition, the Company currently indemnifies all
                   officers and directors to the maximum extent permitted by
                   law, and you will be requested to enter into the Company's
                   standard for of Indemnification Agreement giving you such
                   protection. Pursuant to the Indemnification Agreement, the
                   Company will agree to advance any expenses for which
                   indemnification is available to the extent allowed by
                   applicable law.

          6.  Proprietary Information and Inventions Agreement.  Your acceptance
              of this offer and commencement of employment with the Company is
              contingent upon the execution, and delivery to an officer of the
              Company, of the Company's Proprietary Information and Inventions
              Agreement, a copy of which is enclosed for your review and
              execution (the "Confidentiality Agreement"), prior to or on your
              Start Date.

          7.  Confidentiality of Terms.  You agree to follow the Company's
              strict policy that employees must not disclose, either directly or
              indirectly, any information, including any of the terms of this
              agreement, regarding salary, bonuses, or stock purchase or option
              allocations to any person, including other employees of the
              Company; provided, however, that you may discuss such terms with
              members of your immediate family and any legal, tax or accounting
              specialists who provide you with individual legal, tax or
              accounting advice.

          8.  Severance Agreement.  If your employment is terminated by the
              Company or its successor for any reason other than cause, as
              determined by the Company's Board of Directors, you will be
              entitled to receive continuation of your base salary and insurance
              benefits for six months following the date of termination of your

          9.  At-Will Employment.  Notwithstanding the Company's obligation
              described in Section 8 above, your employment with the Company
              will be on an "at will" basis, meaning that either you or the
              Company may terminate your employment at any time for any reason
              or no reason, without further obligation or liability.


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     We are all delighted to be able to extend you this offer and look forward
to working with you. To indicate your acceptance of the Company's offer, please
sign and date this letter in the space provided below and return it to me, along
with a signed and dated copy of the Proprietary Information and Inventions
Agreement. This letter, together with the Proprietary Information and Inventions
Agreement, sets forth the terms of your employment with the Company and
supersedes any prior representations or agreements, whether written or oral.
This letter may not be modified or amended except by a written agreement, signed
by the Company and by you.

                                       Very truly yours,

                                       LOUDEYE TECHNOLOGIES

                                       /s/ Tiffany Baird

                                       Tiffany Baird
                                       Minister of the People


Todd Hinders

/s/ Todd Hinders


Enclosure:  Proprietary Information and Inventions Agreement