Sample Business Contracts

Employment Agreement - Inc. and Doug Schulze

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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                                August 30, 1999

Doug Schulze

Dear Doug,

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

         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%)

Page 2

             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 September 30, 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 your 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 $12,083.33,
                 which is equivalent to $145,000.00 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 officers of the Company).

             b.  Signing Bonus. You also be paid a $10,000 signing bonus upon
                 commencement of employment. Should you voluntarily leave the
                 Company or if your employment is terminated for cause within
                 your first nine months of employment, you will be required to
                 return the signing bonus to the Company.

             b.  Bonus. You will also be eligible to receive up to $50,000.00 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.

         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 350,000 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 12.5% 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

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             to their vesting subject to the Company's right of repurchase which
             will lapse in accordance if the Company merges or becomes acquired.
             Upon merger or acquisition, the vesting of your options will be
             accelerated as specified in the company's current stock options
             agreement if the merger occurs with the above vesting schedule. 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

         6.  Benefits.

             a.  Insurance Benefits.  The Company will provide you with standard
             medical and optional dental insurance benefits. The Company will
             also purchase coverage for your dependents under The Company's
             medical and dental insurance program. 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 form 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 Invention Assignment Agreement, a copy of which is enclosed for
             your review and execution (the "Confidentiality Agreement"), prior
             to or on your Start Date.

         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.  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.

Page 4

         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.

         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/ Martin Tobias

                                           Martin Tobias,
                                           Minister of Order and Reason


Doug Schulze

/s/ Doug Schulze

August   , 1999

Enclosure:  Confidential Information and Invention Assignment Agreement