Sample Business Contracts


Employment Agreement - Ask Jeeves Inc. and Robert W. Wrubel

Employment Forms

  • 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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  • 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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June 1, 1999


Robert W. Wrubel
Ask Jeeves, Inc.
918 Parker Street
Berkeley, CA 94710




Dear Rob:

As we have agreed, certain provisions of your accepted offer letter dated May
22, 1998 (the "Offer Letter") are amended as set forth below effective June 1,
1999. All terms of the Offer Letter not amended by this letter remain in full
force and effect.

BASE SALARY AND BONUS

Your salary will remain $180,000, which will be paid semi-monthly in accordance
with the Company's normal payroll procedures. You will also be eligible to
receive a bonus of $100,000, payable on or before February 15, 2000, based on
the Company's achievement of certain financial goals by the end of 1999. The
specific financial goals to be achieved will be jointly determined between you
and the Company by August 1, 1999. Please note that this bonus plan is for 1999
only, and future bonus plans, if any, will be defined at a later date.

OPTIONS

You have been granted the following options to purchase shares of Ask Jeeves
common stock (all numbers reflect the 1 for 2 stock split):

<TABLE>
<CAPTION>
Date                         Number of Shares                Exercise Price/Share
----------------             ----------------                --------------------
<S>                          <C>                             <C>
May 25, 1998                 675,000                         $ 0.46
October 11, 1998             375,000                         $ 0.73
May 22,1999                  200,000                         $10.00
</TABLE>

Your Offer Letter provides that in the event of a corporate transaction, as that
term is defined in the Company's 1996 Equity Incentive Plan adopted November 26,
1996 (a "Corporate Transaction"), all of the 675,000 options granted to you on
May 25, 1998 and the 375,000 options granted to you on October 11, 1998 will
immediately vest and be exercisable. As part of the consideration for the
additional 200,000 options granted to you on May 22, 1999 and the severance
package described below, you agree to relinquish the accelerated vesting rights
in the event of a Corporate Transaction granted to you in the May 25, 1998 and
October 11, 1998 option grants. The Company may, at its discretion, issue you
new stock options agreements reflecting this change in the vesting provisions.

SEVERANCE

<PAGE>   2
   Robert W. Wrubel
   June 1, 1999
   Page 2


The Company has the right to terminate your employment at any time, with or
without cause. "Cause" for termination means: (a) indictment or conviction of
any felony or any crime involving dishonesty; (b) participation in any fraud
against the Company; (c) breach of your duties to the Company, including
persistent unsatisfactory performance of job duties; (d) intentional damage to
any property of the Company; or (e) conduct which, in the good faith and
reasonable determination of the Company's Board of Directors, demonstrates gross
unfitness to serve.

In the event your employment is terminated without cause at any time during your
employment, you will be entitled to receive a severance package of six (6)
months base salary plus six (6) months of your expected bonus (with a total of
salary and pro-rated expected bonus not to exceed $200,000).

In the event that your termination without cause is due to a Corporate
Transaction, you will be entitled to receive the severance package described
above, plus immediate vesting of one hundred percent (100%) of any unvested
options granted to you and approved by the Company's Board of Directors as of
the date of your termination. Furthermore, in the event your employment is
terminated without cause less than six (6) months prior to, or less than one (1)
year after, a Corporate Transaction, such termination will be deemed to be due
to the Corporate Transaction and you will be entitled to accelerated vesting of
your options as set forth in this paragraph.

You will not be eligible to receive the severance package described above in any
circumstances other than (i) a termination without cause, as to the monetary
severance package, and (ii) a termination without cause due to a Corporate
Transaction as to the accelerated vesting of your options.

You should be aware that, notwithstanding anything contained in this letter or
in your Offer Letter, your employment with the Company is for no specified
period and constitutes at will employment. As a result, you are free to resign
at any time, for any reason or no reason. Similarly, the Company is free to
conclude its employment relationship with you at any time, with or without
cause, with or without reason.

To indicate your acceptance of these amended terms please sign and date this
letter in the space provided below and return it to me. A duplicate original is
enclosed for your records. This letter, along with the Offer Letter and the
Confidential Information and Invention Assignment Agreement between you and the
Company, set forth the terms of your employment with the Company. This letter
supercedes any prior representations or agreements, whether written or oral as
to the terms stated above. To the extent not amended by this letter, the Offer
Letter remains in full force and effect. Neither this letter, nor the Offer
Letter may be amended or modified except by written agreement signed by the
Company and by you.

Sincerely,

<PAGE>   3
   Robert W. Wrubel
   June 1, 1999
   Page 3

/s/ Roger Strauch
----------------------------------
Roger Strauch
Chairman of the Board of Directors
Ask Jeeves, Inc.



Accepted.

/s/ Robert W. Wrubel                              June 1, 1999
----------------------                            -------------------
Robert W. Wrubel                                  Date

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