Sample Business Contracts

Employment Agreement - SeeBeyond Technology Corp. and H. Carvel Moore

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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800 Royal Oaks Drive
Monrovia, California 91016
www.SeeBeyond.com

July 21, 2003

H. Carvel Moore
[Address]

Dear Carv:

This letter will confirm our offer to you and your acceptance of employment with SeeBeyond Technology Corporation (“SeeBeyond” or the “Company”) in the position of President & Chief Operating Officer. This position reports to me.

Our compensation offer to you includes:

$41,666.67 monthly as a base salary,

An annualized bonus of up to $250,000.00 for attainment of 100% of objectives (to be mutually agreed upon and memorialized in writing by and between you and SeeBeyond on or before August 15, 2003) under the provisions of SeeBeyond’s Incentive Compensation Plan, and

A grant on your hire date of 800,000 share options of SeeBeyond common stock with a grant price equal to the closing price on your day of hire. Subject to your continued employment, fifty-thousand of the share options will vest at the end of each calendar quarter during the first year of your employment and, beginning at the second annual anniversary of your employment start date, 200,000 share options will vest on each such annual anniversary.

In addition to the vesting described above, in the event of a Change of Control (i) within your first six (6) months of employment, twenty five percent (25%) of the unvested portion of any outstanding stock options granted under SeeBeyond’s stock option plan you hold shall vest and become exercisable; and (ii) after six (6) months of employment, fifty percent (50%) of the unvested portion of any outstanding stock options granted under SeeBeyond’s stock option plan you hold shall vest and become exercisable.

Change of Control is defined as a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. Any transaction for the purpose of providing capital financing to SeeBeyond shall not constitute a Change of Control.

If you are terminated without Cause, you will be entitled to a severance payment as follows: twelve (12) months base salary, payable in equal monthly installments over a twelve (12) month period (the “Severance Period”). Such payments will be subject to standard withholdings and any other deductions which are required by law. In addition, such payments are expressly conditioned upon a signed general Release, and an agreement to not compete with SeeBeyond or to solicit any employees during the Severance Period.

Cause shall mean the occurrence of any of the following events: (i) your willful material violation of any law or regulation applicable to the business of the Company; (ii) your conviction of, or plea of “no contest” to, a felony; (iii) any willful perpetration by you of an act involving moral turpitude or common law fraud whether or not related to your activities on behalf of the Company; (iv) any act of gross negligence by you in the performance of your duties as an employee; (v) any violation of the “Behavior’s at Work” set forth in the Company’s employee manual, as in effect from time to time; or (vi) any willful misconduct by you that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company.

In addition to salary, you are eligible for our comprehensive fringe benefits program including life, medical, dental, short-term disability and long-term disability coverage, paid sick leave, holidays and vacations, 401(k) plan and additional benefits added from time to time.

On your first day of work, scheduled for July 23, 2003, you must complete an I-9 form and provide us with documents proving both your identity and your legal right to work in the United States. You will also be required to sign our Employment Agreement, Computer Code Agreement, an indemnification agreement and other appropriate documents.

Carv, we are delighted to have you join our team and believe SeeBeyond can offer you the type of job satisfaction, challenge and opportunity you are seeking. Because SeeBeyond is an at-will employer, please understand that the length of your employment is not guaranteed. Either you or the Company may terminate your employment at any time, with or without cause and with or without notice. The offer of employment contained in this letter is the complete agreement between you and the Company. There are no other express or implied promises, representations or contracts being offered.

This letter will be governed by the laws of the State of California, notwithstanding the conflict of law principles in such jurisdiction.

In the event any provision herein becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this letter shall continue in full force and effect without such provision. This letter, along with the documents referenced herein, represent the entire agreement and understanding between you and the Company concerning your employment relationship with the Company.

Please confirm your acceptance of the offer as outlined herein by signing this letter and returning it to me.

Sincerely yours,

/s/ James T. Demetriades

James T. Demetriades
Chief Executive Officer

		I accept the offer of employment as outlined in this letter.


		/s/ H. Carvel Moore
		H. Carvel Moore