Sample Business Contracts

Employment Agreement - Webb Interactive Services Inc. and Perry Evans

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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                         AMENDED EMPLOYMENT AGREEMENT

     This Amended Employment Agreement, dated June 30, 1999, by and between
WEBB INTERACTIVE SERVICES, INC. a Colorado Corporation ("WEBB"), formerly known
as ONLINE SYSTEM SERVICES, INC. and PERRY EVANS, an individual residing in
Denver, Colorado ("Executive") (the "Amended Employment Agreement"), amends and
supersedes the Employment Agreement, dated March 9, 1999, by and between WEBB,
Executive and NetIgnite2, L.L.C., a Colorado limited liability company (the
"Original Employment Agreement").

     WHEREAS, NetIgnite, Inc., a member with Webb of NetIgnite2, L.L.C. has
merged with WEBB;

     WHEREAS, WEBB and the Executive wish to amend the rights, duties and
responsibilities of Executive under the Original Employment Agreement; and,

     WHEREAS, in order to effectuate this amendment, WEBB and the Executive have
agreed to replace the Original Employment Agreement with this Amended Employment
Agreement (except as set forth in Section 6.3 below);

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree to replace the Original Employment Agreement
with this Amended Employment Agreement as follows:

     1.   Employment. WEBB, its subsidiaries and affiliate companies
(collectively, the "Company") agree to employ Executive and Executive hereby
agrees to be employed by the Company on a full-time basis. Executive represents
and warrants that the execution of this Agreement and his performance under this
Agreement does not breach any other agreement and does not require the consent
of any other person.

     2.   Duties. Executive shall be employed as Company's President and shall
be appointed as a member of the Board of Directors of the Company (the "Board")
and perform the duties, bear the responsibilities commensurate with his position
and serve the Company faithfully and to the best of his ability. In addition,
the Executive will hold, without additional compensation, such other offices and
directorships for the Company to which he may be appointed or elected from time
to time. Executive's conduct must promote the best interests of the Company and
must not discredit the Company, its products or services.

     3.   Exclusivity. Executive shall devote his full business time, efforts,
attention, skill and energy to the Company's business. Executive shall not
engage in any other business activity that requires significant personal
services by Executive. However, Executive may take reasonable personal time for:

          3.1.  personal investments that do not require any
     significant services by Executive;

          3.2.  participation in volunteer or charitable activities;

          3.3.  participation in industry-related organizations;

          3.4.  serving as a Director for other companies; and

          3.5.  activities approved in advance by the Board;

except that Executive shall cease any such outside activity if the Board
determines that such activity will interfere or conflict with the Company's

     4.   Conflicts of Interest. Executive shall not engage in any activity that
may interfere or conflict with the proper performance of Executive's duties or
the Company's interests. If Executive has any interest in a proposed transaction
involving the Company, that interest must be fully disclosed to the Board and a
majority of the disinterested Board must approve the transaction.

     5.   Confidentiality. The relationship between the Company and Executive is
one of confidence and trust. Executive agrees that the provisions of this
Section are fair and reasonable because as a result of his employment by the
Company he will have access to proprietary Company information and that such
information is a highly-valued asset of the Company.

          5.1.  confidential Information. The term "Confidential Information"
means all information relating to the Company, its affiliates, customers and
suppliers considered by the Company to be confidential, including, without

                5.1.1.  the Company's plans, products, processes and

                5.1.2.  the nature of the Company's services and any
          area where such services are performed or planned to be

                5.1.3.  research, development, manufacturing,
          purchasing, and engineering;

                5.1.4.  markets, marketing strategies, customer lists
          and prospect lists;

                5.1.5.  merchandising, selling, pricing, tariffs or
          contractual terms,

                5.1.6.  inventions, discoveries, concepts and ideas,
          whether patentable or not, processes, methods, formulas,

          and techniques, trade secrets, related improvements and

               5.1.7.  financial and accounting information;

               5.1.8.  the Company's technology, expertise or
          business; and

               5.1.9.  any component of Confidential Information or
          anything derived from Confidential Information.

     The Company's determination that specific information constitutes
     Confidential Information shall be binding, except for information already
     in the public domain other than by Executive's act and except for
     information which is no longer a trade secret as defined by the Uniform
     Trade Secrets Act.

          5.2. Non-disclosure. Executive agrees that he shall at no time,
     whether during his employment or at any time thereafter, disclose or
     use any Confidential Information for any purpose other than the
     conduct of the Company's business. Upon the breach or threatened
     breach of this covenant by Executive, the Company shall be entitled
     without notice to obtain relief pursuant to Section 11 below.

          5.3. Notice to Company. Executive will immediately notify the
     Company if he learns that Confidential Information has been disclosed
     or is about to be disclosed, whether by Executive's acts, acts of
     third parties, law, regulation or court order. Executive will
     cooperate with the Company's efforts to prevent or limit disclosure of
     Confidential Information.

          5.4. Ownership. Any Confidential Information that is directly
     originated, developed or perfected to any degree by Executive during
     his employment hereunder shall be and remain the sole property of the
     Company and shall be deemed trade secrets of the Company. To the
     extent that any Confidential Information constitutes an original work
     of authorship by Executive which is protectable by copyright,
     Executive acknowledges that such work is a "work for hire" as defined
     by the U.S. Copyright Act (17 U.S.C. (S)101 et seq.).

          5.5. Return of Confidential Information. Upon termination of
     Executive's employment, Executive or his legal representative shall
     deliver to the Company all original and duplicates and/or copies of
     all documents, records, notebooks, computer records or media, and
     similar materials containing Confidential Information then in his

          5.6. Further Assurances. Executive agrees to execute such
     separate and further confidentiality agreements embodying and
     enlarging upon the provisions of this Section as the Company may
     reasonably request.

     6.   Compensation and Benefits. In consideration of the services to be
rendered pursuant to this Agreement, Executive shall receive the following
compensation and benefits during the term of his employment:

          6.1. Salary and Bonus. The Company shall pay Executive an annual
     base salary, payable semi-monthly in arrears. The annual base salary
     during the term hereof shall be $190,000 with annual increases as
     approved by the Company. Executive will have an opportunity to earn an
     incentive bonus based upon Executive's accomplishment of objectives
     that are mutually defined and agreed upon between Executive and the
     Company. The Company shall annually review the amounts of the base
     salary and bonus. The bonus for calendar 1999 shall be in a cash
     amount of up to 50% of Executive's base salary on an annualized basis,
     based upon the Executive's accomplishment of the aforementioned

          6.2. Benefits. The Company shall provide Executive with the
     benefits of such insurance plans, hospitalization plans, retirement
     plans and other employee benefits generally provided to executive
     employees of the Company and for which Executive may be eligible under
     the terms and conditions thereof.

          6.3. Stock Options. Executive shall retain his option to purchase
     80,00 shares of WEBB Common Stock, granted in Section 6.3 of the
     Original Employment Agreement (the "Original Option"), according to
     the terms and conditions set forth therein, and which terms are hereby
     incorporated into this Agreement. Executive shall also be granted an
     option to purchase an additional 200,000 shares of WEBB Common Stock
     (the "Additional Option") pursuant to the WEBB 1995 Stock Option Plan,
     the shares subject thereto to vest (subject to acceleration as
     provided therein) one-third per year from June 1,1999, subject to
     Executive's continuous employment by the Company, to have a term of
     five years and to have an exercise price equal to the fair market
     value of WEBB Common Stock on June 1, 1999. The Additional Option
     shall be in the form attached hereto as Exhibit A.

          6.4  Annual Leave. Executive shall be entitled to vacations, sick
     leaves, personal days and other tine off in accordance with the
     Company's policies in effect for officers and executive employees of
     the Company.

          6.5  Reimbursement of Expenses. Upon receipt of an itemized
     accounting of such expenses with reasonable supporting documentation,

     the Company shall reimburse Executive for all reasonable and necessary
     out-of-pocket expenses incurred by Executive in connection with the
     business of the Company and in performance of Executive's duties under
     this Agreement.

     7.   Duration. Executive's employment hereunder shall commence on June 1,
1999 and continue until terminated in accordance with Section 8. The initial
term of Employee's employment shall be two years ("Initial Term"), with renewal
terms of one year. After termination of Executive's employment, the applicable
provisions of Sections 5, 8, and 9 shall remain in full force and effect until
the time specified in each such section.

     8.   Termination. Executive's employment may be terminated as follows:

          8.1. Expiration of Term. Upon written notice by either party
     delivered at least 30 days before the expiration of the Initial Term
     or renewal term (collectively, "Term"), Executive's employment will
     terminate at the expiration of the Term.

          8.2. Death; Disability. If Executive dies or becomes disabled
     during the Term of his employment, his employment shall be deemed
     terminated on the date of his death or disability. The Company shall
     provide Executive with any death or disability benefits generally
     provided to executive employees of the Company.

          8.3. Cause. The Company may immediately terminate Executive's
     employment at any time for:

               8.3.1.  gross negligence or willful misconduct by
          Executive of any material duties as an executive officer of
          the Company which continues after 15 days written notice
          specifying such negligence or willful misconduct; or

               8.3.2.  the commission of any theft, fraud,
          embezzlement or similar crime involving the commission of
          any felony, for acts of dishonesty or moral turpitude, for
          intentional violations of the securities laws or for a
          material breach of any provision of this Agreement which is
          not cured within 10 days after Executive has received
          written notice of such breach from the Company.

     9.   Covenant Not to Compete. Since Executive will be a key employee of the
Company, Executive shall have access to Confidential Information, and the
national scope of the Company's proposed business, Employee agrees that the
restrictions on his future activities contained in this Section are fair,
reasonable and necessary.

          9.1.  Covenant Period.  The covenants contained in this Section shall
     continue until one year after the termination of Executive's employment
     (the "Covenant Period").

          9.2   Restrictions on Future Employment.  In the event that Executive
     gives a notice of nonrenewal of the Term of this Agreement in accordance
     with Section 8.1 hereof, resigns his employment hereunder or is terminated
     for cause in accordance with Section 8.3 hereof, then, until the Covenant
     Period expires, Executive shall not own, manage, operate, control, be
     employed by, assist or participate in the ownership, management, operation
     or control of a business operating in the United States that is engaged in
     a business which is in competition with WEBB's business as such business
     was being conducted at the time of Executive's employment hereunder.
     Nothing herein shall prohibit Executive from employment with or providing
     consulting services to a business whose activities include as a portion of
     its operations the business described in this subsection; provided that
     Executive does not assist or otherwise provide services to such business
     operations. In the event that Executive is terminated without cause, this
     provision shall not apply

          9.3   Non-solicitation. Executive shall not directly or indirectly:

                9.3.1.  induce any employee of the Company to leave the employ
          of the Company;

               9.3.2.   interfere with the relationship between the Company and
          any employee;

               9.3.3.   hire any Company employee to work for any organization
          of which Executive is an officer, director, employee, consultant,
          independent contractor or owner of an equity or other financial

               9.3.4.   solicit or service any actual or prospective supplier,
          client, customer of the Company who was solicited or serviced during
          Executive's employment; or

               9.3.5.   interfere or attempt to interfere with any transaction
          involving the Company;

     until the Covenant Period expires.

     10.  Securities Matters. Since the Executive will have access to
Confidential Information, his ability to engage in securities transactions
(including securities issued by the Company and by others) will be limited.
Executive agrees to:

          10.1.  not engage in any transactions that violate the securities

          10.2.  file all reports required by securities regulatory authorities;

          10.3.  provide information about securities transactions when
     requested by the Company;

          10.4.  follow written Company policies concerning securities

          10.5.  when requested by the Board, execute any "lock-up" agreements
     or other restrictions on transactions, provided that all executive
     employees of the Company are being requested to execute similar lock-up

          10.6.  comply with securities law requirements for all transactions.

While Executive may request the Company's permission for proposed securities
transactions, Executive is still responsible for compliance with legal

     11.  Injunctive Relief.  Upon a material breach or threatened material
breach by Executive of any of the provisions of Sections 3, 4, 5, 9 and 10 of
this Agreement, the Company shall be entitled to an injunction restraining
Executive from such breach, together with any other relief or remedy available,
for such breach or threatened breach, including the recovery of damages.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies for such breach or threatened breach.  If the Company or
Executive takes legal action to enforce the provisions of this Agreement or to
enjoin Executive or the Company from violating this Agreement, the prevailing
party, as part of its damages, shall be entitled to recover its legal fees and
expenses incurred in such action from the losing party

     12.  Change of Control. Upon commencement of full-time employment
hereunder, Executive will enter into another employment agreement with the
Company which provides for certain employment rights in the event of a "change
of control" of the Company, as defined in the Agreement (the "Change of Control
Agreement"). A copy of the Change of Control Agreement is attached hereto as
Exhibit B. In the event of a "change of control" of the Company, Executive shall
be entitled to the benefits of the Change of Control Agreement. In the event
that the terms of the Change of Control Agreement are in conflict with any of
the terms of this Agreement, Executive shall be entitled to the terms of this
Agreement or the Change of Control Agreement, which ever are most favorable to

     13.  Severability.  It is the desire and intent of the parties that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought.  Accordingly, if any particular provision or portion of
this Agreement shall be adjudicated to be invalid or unenforceable, this
Agreement shall be deemed amended to delete therefrom the

portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of such Section in the particular
jurisdiction in which such adjudication is made.

     14.  Notices.  All communications, requests, consents and other notices
under this Agreement shall be given in writing and delivered by facsimile,
courier, registered or certified mail (postage prepaid) to the receiving party
at the address set forth below or the recipient's last known address.  Notice
shall be deemed given on the date of delivery as shown by the facsimile
confirmation or delivery receipt.

     15.  Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     16.  Assignment.  The Company may assign its rights and obligations under
this Agreement to any successor corporation and all covenants and agreements
hereunder shall inure to the benefit of and be enforceable by or against any
such assignee.  Neither this Agreement nor any rights or duties hereunder may be
assigned or delegated by Executive.

     17.  No Waiver.  A waiver by the Company of a breach of any provision of
this Agreement by Executive shall not operate or be construed as a waiver of any
subsequent or other breach by Executive.

     18.  Amendments.  No provision of this Agreement shall be altered, amended,
revoked or waived, except by an instrument in writing, signed by the Company and

     20.  Binding Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective legal representatives, heirs, successors and assigns.

     21.  Execution in Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

     22.  Entire Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes all prior understandings, agreements or representations by or between
the parties, whether written or oral.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                         WEBB INTERACTIVE SERVICES, INC.
                         A Colorado Corporation

                         By R. Steven Adams

                         Its Chairman of the Board and CEO
                         1800 Glenarm Place
                         Suite 700
                         Denver, Colorado 80202-3859

                         PERRY EVANS

                         Perry Evans
                         1800 Glenarm Place
                         Suite 700
                         Denver, Colorado 80202-3859