Sample Business Contracts

Employment Agreement - Overture Services Inc. and Brian A.C. Steel

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.
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  • 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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May 30, 2003

Brian A.C. Steel
387 Victoria Bay
Alameda, CA 94502

Dear Brian:

I am delighted to confirm our offer to join Overture Services, Inc. (the
"Company") as President, International commencing on or before June 2, 2003.
This position will report to the Chief Executive Officer of the Company.

The following are the specific terms of our offer:

-        You will earn a base salary of $12,917 per semi-monthly pay period,
         which is equivalent to $310,000 on an annual basis. You will be paid in
         accordance with the Company's normal payroll procedures.

-        Your annual short-term incentive will be $185,000 at Target with a
         maximum payout of 200% ($370,000) of target. Bonuses are reviewed and
         earned on an annual basis prorated from the date of hire, and subject
         to the Company's eligibility rules, available funding and payout
         schedule. For 2003, the Company will pay a minimum of 65% of the
         prorated target amount.

-        You understand that this position requires extensive travel, including
         international travel. Your principal place of work shall be our
         corporate headquarters in Pasadena, California. On or before your Start
         Date, we will separately review and agree upon the expected travel
         associated with this position, and we will review travel expectations
         in the future as necessary.

-        If the Company and you determine that your relocation to the Pasadena
         area is necessary, you shall be provided with a reasonable, customary,
         and mutually agreeable allowance to cover related expenses. This
         allowance can only be used for IRS allowable expenses and must follow
         company policy for the type of allowable expense, the reimbursement
         process for submitting receipts, and other reasonable guidelines. We
         use a professional third party relocation administrator to provide you
         with expert assistance in facilitating your move, and we expect you to
         work through the administrator.


-        We will recommend to the Compensation Committee of the Board of
         Directors ("the Compensation Committee") that, at its next meeting
         following your Start Date, you be granted a stock option to purchase
         87,500 shares of common stock (the "Initial Half Grant") at the closing
         price for the Company's common stock on the last market trading day
         prior to the grant date, as reported in the Wall Street Journal.
         Vesting for the Initial Half Grant shall commence on your Start Date.
         Subject to your continued employment by the Company, the first meeting
         of the Compensation Committee after the three month anniversary of your
         Start Date, we will recommend that you be granted a stock option to
         purchase 87,500 shares of common stock (the "Subsequent Half Grant") at
         the closing price for the Company's common stock on the last market
         trading day prior to the grant date, as reported in the Wall Street
         Journal. Vesting for the "Subsequent Half Grant" shall commence on the
         three-month anniversary of your Start Date. The Initial Half Grant and
         the Subsequent Half Grant shall be subject to the terms and conditions
         of the Company's Stock Option Plan and Stock Option Agreement.

-        We will recommend to the Committee that you receive the change of
         control severance benefits that are set forth in the Company's present
         Tier 1 Change of Control Severance Agreement, a copy of which has been
         provided to you.

-        In the future, your annual salary and short and term incentive awards
         will be reviewed on a regular basis at the same time and in the same
         manner as other peer senior managers.

-        You will receive vacation in accordance with company policy, which
         currently provides for 10 days of paid vacation per anniversary year
         until your years of service make you eligible for a higher accrual. You
         will also receive 2 personal days per calendar year; each accrues on a
         6-month basis.

-        You will be eligible for all benefit programs offered to employees
         generally, subject to the eligibility rules of each program, and shall
         also receive benefits of at least equivalent value relative to those as
         may be offered in the future to your peer senior managers, including
         but not limited to health and life insurance, vacation, severance, etc.

-        If your employment is terminated by us for reasons other than for Cause
         (as that term is defined in this paragraph) within the first 12 months
         of your employment, you will become entitled to six (6) months of
         severance pay in the aggregate of your total annual target compensation
         (computed as base plus short term incentive at Target). Your severance
         payments will be made in one lump sum within or before 30 days after
         your termination date and will be subject to withholding of all
         applicable taxes. This severance obligation, however, is conditioned
         upon your signing a general release of claims in a form satisfactory to
         the Company. For purposes of this paragraph, "for Cause" shall mean a
         termination of your employment for any of the following reasons: (1)
         your failure to diligently and satisfactorily perform the material
         duties of your position with the Company after written


         notice of the manner in which you have not performed those duties and
         which provides a reasonable period for you to cure the identified
         deficiencies; (2) a material breach by you of your obligations under
         any confidentiality or proprietary information agreements with the
         Company or of any of your fiduciary obligations as an officer of the
         Company; (3) your failure to follow in a material respect the
         reasonable policies or directives established on an employee-wide basis
         by the Company; (4) any misconduct by you having a material detrimental
         effect on the Company; or (5) any unauthorized activity on your part
         which creates a material conflict of interest between you and the
         Company after you have been provided with written notice of the
         unauthorized activity and a reasonable opportunity to cease such
         activity. You shall be entitled to no benefits under this paragraph
         should you voluntarily resign your position.

-        If your principal reporting relationship changes within the first year
         of employment to other than the Chief Executive Officer, then you shall
         have the option to resign and receive a lump-sum payment equal to 6
         months base salary. This right may be exercised no sooner than 60 days
         and no longer than 90 days after the change in your principal reporting
         relationship. In order to receive the severance payment, you must
         provide continued service, at the Company's option, for up to 3 months
         from the date of your resignation, at your then-current compensation
         and benefit levels. Such severance payment would be made in one lump
         sum within 30 days of your termination date, will be subject to
         withholding of all applicable taxes, and will be conditioned upon your
         signing a general release of claims in a form satisfactory to the

Your employment with the Company shall be on an at-will basis. As a result of
your at-will employment, you are free to resign at any time, for any reason or
for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without cause, and with or without
notice. The at-will status of your employment may be changed only in a written
agreement signed by you and the Chief Executive Officer of Overture.

As a condition of your employment with Overture Services, Inc., you will be
required to sign and comply with: (1) an Employment, Confidential Information,
and Invention Assignment Agreement attached as Exhibit A and incorporated herein
by reference, (2) a Nondisclosure Agreement attached as Exhibit B and
incorporated herein by reference, (3) and the Tier 1 Change of Control Severance
Agreement. In the event of any dispute or claim relating to or arising out of
our employment relationship, you and the Company agree to an arbitration in
which (i) you are waiving any and all rights to a jury trial but all court
remedies will be available in arbitration, (ii) we agree that all disputes
between you and the Company shall be fully and finally resolved by binding
arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who
shall issue a written opinion, (iv) the arbitration shall provide for adequate
discovery, and (v) the Company shall pay all arbitration fees.


To indicate your acceptance of the Company's offer, please sign and date this
letter in the space below and return it to me. This letter, along with the
attached agreements relating to proprietary rights and non-disclosure between
you and the Company, set forth the terms of your employment with the Company and
supersede any prior representations or agreements, whether written or oral. This
offer letter may not be modified or amended except by written agreement, signed
by the Chief People Officer and by you.

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 the Company within
three (3) business days of your date of hire, or our employment relationship
with you may be terminated.

Again, Welcome to Overture!


/s/ Jackie DeMaria

Jackie DeMaria
Chief People Officer
Overture Services, Inc.

         Accepted and agreed to:

         Signature: /s/ Brian A.C. Steel            Date: May 30, 2003
                    Brian A.C. Steel