Sample Business Contracts

Employment Agreement - Inc. and James Van Kerkhove

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.
  • More Employment Agreements

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                               November 5, 1999

James Van Kerkhove
3105 NW Circle A Drive
Portland, OR 97229

Dear Jim,

     On behalf of (the "Company"), I am pleased to offer you the
position of Vice President of Production 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 Production of the Company,
                working out of the Company's headquarters office in Seattle,
                Washington. You will report to the Company's President.

             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,

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               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 exchange.

       2.  Start Date. Subject to fulfillment of any conditions imposed by this
           letter agreement, you will commence this new position with the
           Company on November 29, 1999.

       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 $11,666, which
               is equivalent to $140,000 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 Company).

           b.  Bonus. You will also be eligible to receive up to $40,000 in
               incentive bonuses in your first year employment according to the
               achievement of objectives defined by the Board of Directors. You
               will also be eligible to earn incentive bonuses in future years.

           c.  Relocation Bonus. You will be eligible for a relocation bonus of
               up to $15,000.

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

Page 3

       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 250,000 shares.
           Within two weeks of your start date you will receive the Stock Option
           Plan and subscription agreement, which will enroll you in the
           program. You will be eligible to vest your grant of incentive stock
           options at a rate of 18.75% of the total number of options granted
           after nine months of employment and 6.25% of the total number of
           options every quarter thereafter until fully vested (pro-rated for
           any periods less than a full calendar quarter). You may exercise
           these options prior to their vesting subject to the Company's right
           of repurchase which will lapse in accordance with the Option Plan. If
           the Company merges or becomes acquired the vesting of your options
           will be accelerated as specified in the company's current stock
           options agreement. As an officer, if within twelve months from the
           date of acquisition your position is terminated, the vesting of your
           options will be accelerated such that 100% of the total number of
           options will be vested.

       6.  Benefits.
           a.  Insurance Benefits. The Company will provide you with standard
               medical and optional dental insurance benefits. You will be
               eligible to purchase coverage for your dependents under the
               Company's medical and dental insurance program. The Company will
               subsidize 50% 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

       7.  Confidential Information and Invention Assignment 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 Confidential Information and
           Inventions Assignment Agreement, a copy of which is enclosed for your
           review and execution (the "Confidentiality Agreement"), prior to or
           on your Start Date.


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       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 employment and will
           be allowed to purchase your vested stock options including a prorated
           portion of the initial 18.75% of your option grant.

       9.  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.

       10. 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 Confidentiality Agreement. This
letter, together with the Confidentiality Agreement, set forth the terms of your
employment with the Company and supersede 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,


                                                    /s/ Dave Bullis

                                                    Dave Bullis


James Van Kerkhove

/s/ James Van Kerkhove

November   , 1999

Enclosure:  Confidential Information and Invention Assignment Agreement