Sample Business Contracts

Employment Agreement - First Virtual Holdings Inc. and Bert Klein

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October 6, 1998

Mr. Bert Klein:

This letter is to formalize our offer to you for employment with First Virtual
Holdings Incorporated as Chief Financial Officer and Vice President of Finance
and Administration which is subject to Board approval, reporting directly to the
President, or such other Officer as the Board of Directors may designate.


The initial annual base salary shall be $150,000. Salary is payable two times
each month, and we will give you a periodic review of performance and wages on
not less than an annual basis.

We have also agreed that you will be paid a signing bonus of $30,000 that will
be paid in three payments of $10,000 on a monthly basis, with the first payment
beginning on your start date, which payment will be treated for tax purposes as
additional salary and all withholdings shall be deducted. You agree that if you
voluntarily resign from First Virtual for any reason in the first year of
employment you will reimburse First Virtual your signing bonus, paid back in
three equal monthly payments of $10,000.


We have agreed that you will be eligible for any bonus plan offered to Officers
of the Company. Any bonus will be at the sole discretion of the Company's Board
of Directors; provided however, that for the first year of your employment, you
will be able to earn up to $40,000. After your first year of employment, the
Board of Directors of the Company shall decide whether you are entitled to any
additional bonuses.


We will also grant you an option to purchase 150,000 shares of the Company's
Common Stock, with a price per share of Common Stock at a price equal to the
fair market value of the Company's Common Stock as of the close of business on
your start date of October 8, 1998.

You will receive consideration annually for additional stock option awards based
on your performance and the performance of the company.

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All Options shall vest in accordance with the 1995 Stock Option Plan, which
provides that 25% of the shares subject to the option shall vest and become
exercisable on the first anniversary of the vesting commencement date, and an
additional 1/48th of the shares subject to the option at the end of each
one-month period thereafter shall vest and become exercisable provided in each
case that the optionee remains an employee and/or consultant of the Corporation.


You will be entitled to three weeks paid vacation during each year of
employment, provided that no more than one week is taken at a time without the
permission of the Company. You shall be eligible to participate in the existing
plans for group life, health and accident insurance plans, and any other plans
that the Company may adopt in the future.


The company agrees that in the event the Company terminates your employment it
shall pay you severance equal to six (6) months current salary. This severance
package will be in exchange for a full satisfaction exchange of any claims that
you may have against the Company, and the Company may, at its sole discretion,
require your signature on such release.


The company agrees that for a period of 2-3 months you will temporarily be based
in Colorado to work on integration of Email Publishing and other on going
projects. Any necessary travel to San Diego during this period will be
considered a reimbursable business expense.

Your relocation will begin on the date requested in writing by the company. The
Company agrees to offer a relocation allowance of up to $55,000 to cover
reasonable and necessary Relocation Expenses for up to twelve months from the
requested date. Relocation expenses include, by way of example but not
limitation, the following: transportation of you and your family, movement of
household goods, house hunting trips, temporary living, trips home from the
temporary residence. The company will "gross up" the taxable elements of this
reimbursement to cover all incremental taxes associated with your relocation.
The "gross-up" is not considered part of the relocation allowance, but is in
addition to it. All expenses must be supported by receipts and must be
reasonable in light of the reimbursement sought.


You represent and warrant that no prior contract or agreement to which you are a
party or any prior performance of any such agreement will interfere in any
manner, or conflicts with, the terms of and complete performance of this

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Your execution of this letter will create a binding agreement between you and
the Company. We would want you to provide your present employer with notice of
termination of employment with a copy to us. We are excited to have you with us
and look forward to working together to ensure the continued success of First


/s/ Keith S. Kendrick

Keith S. Kendrick, President
First Virtual Holdings Incorporated

Accepted:  /s/ Bert Klein                                Date:  October 8, 1998
               Bert Klein