Sample Business Contracts

Employment Agreement - MatrixOne Inc. and Brian Gallagher

Employment Forms

Employment Contract. 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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MATRIXONE



December 7, 1999

Brian Gallagher
10613 Deerpath Road
Woodstock, IL 60098              Mailed via overnight to: LoonLand Trading Co.,
                                                          207 Front Street
                                                          Manacqua, WI 54543
                                                          Attn: Brian Gallagher

Dear Brian:

I am pleased to extend an offer to you for the position of Vice President of
Sales, the Americas, reporting to me.  As a member of the executive staff and as
a corporate officer of the company, you will be in a position to leverage your
experience to help establish MatrixOne as the leader in our industry.

Your starting base salary will be $14,583.33 per month which is equivalent to
$175,00 per year.  As Vice President of Sales, the Americas, you will also
participate in the Matrix One Sales Compensation Plan.  On-target compensation
will be $350,000 based on a $175K base and a $175K variable.  For the first six
months of employment, your on target earnings will be paid/guaranteed.
Over-achievement of quota during this time will be incremental to your
compensation plan. You and I will determine the appropriate quota upon your
arrival on July 1.

You will be eligible to receive a significant stock ownership position with
MatrixOne.  Upon approval of the Board of Directors you will receive stock
options in the amount of 100,000 shares.  These options will begin vesting upon
your date of hire.  The options will vest quarterly and will be 100% vested at
the completion of a four-year period.

In addition to the above, please note that this offer also includes a six-month
severance based upon on-target earnings.  Health insurance and other standard
benefits would apply during this period.

Enclosed is information that outlines the benefits that are offered at
MatrixOne, Inc.  In addition to the benefits outlined, you will become a
participant in the Executive Benefit Program entitled Section 105.  This program
will reimburse you for any expenses that would normally not be covered at 100%
under regular plan limits (i.e. orthodontia, co-payments, etc.).
<PAGE>

As a condition of employment, you will be required to sign MatrixOne's Employee
Secrecy, Invention and Non-Competition Agreement.  You must also represent to
the Company that your employment by the Company shall not cause you to use,
distribute, or in any way other way disclose any confidential or proprietary
information or material from your former employer or any third party.

You will also be required to provide documentation to verify your employment
eligibility in the United States.  Enclosed please find a list of acceptable
documents you will need to have with you on your first day of employment.

Brian, I am very excited about your joining the executive team, and I look
forward to your contribution in helping to establish MatrixOne as the industry
leader.

Sincerely,


/s/ Mark F. O'Connell
----------------------------
Mark F. O'Connell
President & CEO


cc:  Human Resources

Offer Accepted By: /s/ Brian M. Gallagher        6/4/99
                   --------------------------------------
                   Signature                      Date

                   July 1, 1999 or before
                   --------------------------------------
                   Start Date