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Employment Agreement - RedEnvelope Inc. and John Roberts

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February 18, 2003

John Roberts
1617 Belburn Drive
Belmont, CA 94002


Dear John:

On behalf of RedEnvelope ("Company"), I am very pleased to offer you the
position of Vice President of Information Systems on the following terms.

You will report directly to the Chief Executive Officer, and will work in our
San Francisco office. The position of Vice President of Information Systems is
exempt from any overtime pay. Your primary duties in this position will be to:
(1) provide leadership in analyzing business requirements in conjunction with
technical considerations and in proposing system solutions, (2) manage all
computer operations, application development and business application areas and
all associated personnel, and (3) direct budgeting, strategic and tactical
planning for the Information Systems area. You will also be responsible for any
other projects or assignments as directed by the CEO. At all times during
employment with the Company, you will devote your full energies, abilities and
productive business time to the performance of your job for the Company and will
not engage in any activity that would in any way interfere or conflict with the
full performance of any of your duties for the Company.

You will receive a salary of $6,808.00 on a bi-weekly basis ($177,000.00
annualized), less applicable payroll deductions and all required withholdings,
in accordance with the Company's regular payroll practices. You will also
receive a one-time sign-on bonus of $10,000.00 to be paid in a lump sum, less
applicable payroll deductions and required withholdings, within 30 days of your
start date so long as you are still employed at that time. If your employment
with the Company ends within 12 months of your start date due to termination
with cause by the Company or voluntary resignation by you, on your last day of
employment, you will repay the full amount of this sign-on bonus to the Company.
For purposes of any such repayment to the Company, you authorize and consent to
the deduction of the full amount of the sign-on bonus from the net amount of
your final paycheck and any other amounts otherwise owed to you by the Company.

Commencing the month following your start date and while employed as a full-time
employee on the regular payroll of the Company, you will be eligible to
participate in the Company's standard benefits package. You will also be
eligible for the Company's standard PTO and holiday benefits. General
information regarding the Company's current benefit plans is attached. The
Company may modify or cancel benefits from time to time as it deems appropriate
in its sole discretion.

In addition, after hiring, we will recommend that the Board of Directors of the
Company ("Board") grant you an option to purchase 165,000 shares of the
Company's common stock. The specific characteristics, terms and conditions of
the options mentioned above, including

  201 Spear Street Suite 300 San Francisco California 94105


John Roberts
February 18, 2003
Page 2

the strike price and applicable vesting schedule, will be set forth in the
option plan and grant documentation to follow after approval by the Board.

Your employment with the Company is for no specified duration and may be
terminated either by you or the Company at any time and for any reason
whatsoever, with or without cause or advance notice. The Company also retains
the right to make all other decisions concerning your employment (e.g., changes
to your position, title, level, responsibilities, compensation, job duties,
reporting structure, work location, work schedule, goals or any other managerial
decisions) at any time, with or without cause or advance notice, as it deems
appropriate in its sole discretion. This at-will employment relationship cannot
be changed except in writing signed by you and the Company's Chief Executive
Officer. If the Company terminates your employment without cause, in exchange
for you signing a general release of any all claims, the Company will pay you
severance in the total amount of $44,250.00, less applicable payroll deductions
and all required withholdings. This severance amount will be paid in biweekly
installments, less applicable payroll deductions and all required withholdings,
in accordance with the Company's regular payroll schedule, during the three
calendar months following the termination of your employment. In addition to
this payment, your existing coverage under the Company's group health plan (and,
if applicable, the existing group health coverage for your eligible dependents)
will continue for the three calendar months following the termination of your

Your employment with the Company pursuant to this offer is contingent on you
signing the Company's standard employee confidentiality and invention assignment
agreement (attached) prior to your start date, providing satisfactory proof of
your right to work in the United States as required by law, and on the Company's
verification of your qualifications, background, experience and references. If
employed, you will comply at all times with all Company policies, rules and
procedures as they may be established, stated and/or modified from time to time
at the Company's sole discretion.

Prior to your first day of work with the Company, you will have previously
returned any confidential, proprietary or trade secret information belonging to
any prior employer and will not use such information in your employment with the
Company. You will also strictly adhere to the terms of any lawful restrictive
covenants entered into between you and any prior employers.

Except as specified below, to the fullest extent allowed by law, any and all
disputes, claims or controversies of any kind arising out of or related in any
way to hiring, employment or the termination of employment with the Company
(including without limitation any statutory or common law claims against the
Company or any of its agents or employees) shall be fully and finally resolved
through binding arbitration, before a neutral arbitrator, pursuant to the
California Arbitration Act, California Code of Civil Procedure section 1280, et
seq. You and the Company therefore waive any right to a jury trial on any such
claims or matters. Any arbitration between the parties will be conducted before
the American Arbitration Association ("AAA") in San Francisco, California, under
the AAA's then existing national rules for the resolution of employment
disputes, as modified in any respect necessary to comply with the requirements
of California law for enforcement of arbitration agreements regarding
employment-related disputes. This arbitration provision shall not apply to any
claims for

John Roberts Offer


John Roberts
February 18, 2003
Page 3

injunctive or other similar equitable relief. Before commencing any arbitration
proceedings, any dispute between you and the Company or any of its agents or
employees shall first be submitted, in writing, to the Company's Human Resource
Officer (or if none, to the head of Finance & Accounting) for a good faith
attempt at resolution.

This letter sets forth the entire agreement between you and the Company on the
terms of your employment with the Company and supersedes any prior
representations, understandings, promises or agreements, whether oral or
written, by anyone regarding employment with the Company. The employment terms
in this letter may only be modified in a writing signed by both you and the
Company's Chief Executive Officer.

If you wish to accept employment with the Company under the terms described
above, please sign and date this letter and return it to me by 5:00 p.m. PST on
February 28, 2003. If you accept our offer, we would like you to start with us
on March 10, 2003 or as soon thereafter as possible.

John, we are excited for you to join our team and look forward to working with


RedEnvelope, Inc.

By: /s/ Alison L. May

Title: Pres & CEO



/s/ John Roberts                                        2/26/03
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Signature                                                Date

John Roberts Offer