Sample Business Contracts

Employment Agreement - VeriSign Inc. and Stratton D. Sclavos

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.
  • 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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                                VERISIGN, INC.
                               100 Marine Parkway
                            Redwood Shores, CA 94065

September __, 1995

Mr. Stratton D. Sclavos

Dear Stratton:

VeriSign, Inc. wishes to amend the terms on which you are employed by the
company.   Those terms were set forth in a letter to you dated June 12, 1995,
which you accepted on June 15, 1995.

First, your base salary will be increased, retroactive to July 13, 1995, your
first day of employment, from $125,000 annually to $175,000 annually.

Second, your potential Bonus, which will be payable at the discretion of the
Compensation Committee based on objectives to approved by that committee, will
be decreased from $75,000 per year to $50,000 per year.  For your first year of
service, you will be eligible for $25,000 on or before December 31, 1995, based
on meeting objectives set by the Compensation Committee.  You will be eligible
for an additional $25,000, at the discretion of the Compensation Committee, on
the first anniversary of your employment.

If these changes are acceptable to you, please sign below.


/s/ Jim Bidzos

Jim Bidzos
Chairman, Board of Directors


/s/ Stratton D. Sclavos
Stratton D. Sclavos


                                VERISIGN, INC.
                              100 Marine Parkway
                           Redwood Shores, CA 94065

June 12, 1995                    VIA FACSIMILE

Mr. Stratton D. Sclavos
14865 Andrew Ct.
Saratoga, CA 95070

Dear Stratton:

     We are delighted to provide in writing the offer we discussed over the 
weekend. The details of the offer are as follows:

Title:                             President, Chief Executive Officer, Director

Base salary:                       $125,000 annually

Bonus:                             $75,000 per year, based on objectives to be 
                                   approved by the Compensation Committee

Stock options:                     Options to purchase 616,000 shares of Common
                                   Stock in the Company at the price of 12 cents
                                   per share, expiring seven years from the date
                                   of grant. This non-transferable option is
                                   subject to vesting over four years, with a
                                   one year cliff and even quarterly vesting
                                   thereafter as long as you serve as CEO. In
                                   the event the Company is sold (marked by a
                                   transfer of substantially all of its assets
                                   or control) the stock option would
                                   immediately vest in full. In addition, you
                                   will be guaranteed the right to participate
                                   in all equity rounds (other than an IPO or a
                                   sale) to protect your equity position in the
                                   Company for as long as you serve as CEO.

Benefits:                          Your medical and insurance benefits will be
                                   commensurate with those of other employees.
                                   The full package of benefits has yet to be
                                   decided, but will be based on similarly
                                   capitalized ventures in Silicon Valley.

Starting Date:                     July 6, 1995.

Employee Agreements:               You will agree to sign an agreement with the
                                   Company that (1) restricts you, at the
                                   Company's option, should you ever be
                                   terminated, from competing against the
                                   Company for up to one year from termination;
                                   if the Company exercises this option, or some
                                   portion thereof, (e.g. for six months), then
                                   the Company will pay your salary for that
                                   period, minus any other compensation you
                                   receive during that time for employment in
                                   non-competitive businesses; (ii) restricts
                                   you from ever

                                   disclosing any confidential or proprietary
                                   information that you may receive in your
                                   capacity as an officer and director, other
                                   than what is necessary for conducting the due
                                   course of business while employed at
                                   VeriSign; and (iii) names the Company as
                                   transfer agent for any sale of your Common
                                   Stock to a third party prior to an IPO, and
                                   gives the right of first refusal on your
                                   stock to the Preferred shareholders and RSA
                                   Date Security, Inc. on an as-converted pro
                                   rata basis.

Other:                             You will receive payment, within seven days
                                   of your start date, of $45,000, in the form
                                   of a loan, which will be forgiven after one
                                   year of employment. If, for any reason, your
                                   employment terminates before one year, the
                                   company may recover this payment from you.

     For your information, your stock option grant represents 12.98% per cent of
the outstanding shares prior to the Preferred A financing, 6.16% of the 
post-financing shares outstanding and issued, and 5.5% of all shares on a fully 
diluted basis, including shares reserved and unissued for future hires and 
strategic partners.

     We look forward to succeeding together at VeriSign!


/s/ Jim Bidzos                     /s/ JB for

Jim Bidzos                         David Cowan
Director                           Director



/s/ Stratton D. Sclavos
Stratton D. Sclavos