Castelle Contracts
Sample Business Contracts
Employment Agreement - Castelle and Donald L. Rich
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.
- Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
- 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.
- 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.
- 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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EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on the 12th day
of November, 1998, by and between DONALD L. RICH ("Executive") and CASTELLE, a
California corporation (the "Company").
WHEREAS, the Company desires to employ Executive to provide personal
services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and
WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. EMPLOYMENT BY THE COMPANY.
1.1 The effective date of this Agreement shall be November 10, 1998.
1.2 Subject to terms set forth herein, the Company agrees to employ Executive in
the position of Chief Executive Officer and Executive hereby accepts such
employment effective as of November 10, 1998 (the "Employment Date"). During the
term of his employment with the Company, Executive will devote his best efforts
and substantially all of his business time and attention (except for vacation
periods as set forth herein and reasonable periods of illness or other
incapacities permitted by the Company's general employment policies or as
otherwise set forth in this Agreement) to the business of the Company.
1.3 Executive shall serve in an executive capacity and shall perform such duties
as are customarily associated the position of Chief Executive Officer and such
other duties as are assigned to Executive by the Company's Board of Directors
(the "Board"). Executive will report to the Board. Executive shall be appointed
to the Board and the Company will use its best efforts to elect and re-elect
Executive to the Board.
1.4 The employment relationship between the parties shall also be governed by
the general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of inventions,
except that when the terms of this Agreement differ from or are in conflict with
the Company's general employment policies or practices, this Agreement shall
control.
2. COMPENSATION.
2.1 Salary. Executive shall receive for services to be rendered hereunder an
annualized base salary of $200,000, payable on a biweekly basis.
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2.2 Bonus. Executive will be eligible to earn a bonus, in an amount up to
$100,000 if performance criteria to be developed by the Compensation Committee
of the Board (the "Corporation Committee") are met. These performance criteria
will be established by the Compensation Committee prior to the end of the fourth
quarter of the previous year. In the event Executive exceeds the performance
criteria established by the Compensation Committee in a given year, Executive
will be eligible to earn a bonus in excess of $100,000.
2.3 Standard Company Benefits. Executive shall be entitled to all rights and
benefits for which he is eligible under the terms and conditions of the standard
Company benefits and compensation practices which may be in effect from time to
time and provided by the Company to its executive employees generally.
2.4 Compensatory Stock Awards. On November 12, 1998, the Board shall grant
Executive an option to acquire three hundred thousand (300,000) shares of the
common stock of the Company. Such options shall be granted under the Company's
1988 Incentive Stock Plan (the "Option Plan"). The exercise price per share of
these options will be equal to one hundred percent (100%) of the fair market
value of the Company's common stock, as determined under the Option Plan on the
date of grant. Subject to Executive's continued employment by the Company,
one-sixth (1/6) of the options shall vest on the date that is six (6) months
after the date on which Executive commences employment and an additional
one-thirty-sixth (1/36) of the options shall vest each calendar month for thirty
(30) months thereafter for each subsequent month of service Executive completes
with the Company. The vesting of such options may be accelerated upon a
termination of Executive's employment with the Company pursuant to the
provisions of the Executive Severance and Transition Benefits Agreement that
Executive will enter into with the Company.
2.5 Executive Severance And Transition Benefits Agreement. Effective as of the
Employment Date, Executive will be eligible to enter into an Executive Severance
and Transition Benefits Agreement with the Company in the form attached hereto
as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide
the sole benefits that Executive will receive upon Executive's termination of
employment with the Company for any reason.
3. PROPRIETARY INFORMATION OBLIGATIONS.
3.1 Agreement. Executive agrees to execute and abide by the Proprietary
Information and Inventions Agreement attached hereto as Exhibit B.
3.2 Remedies. Executive's duties under the Proprietary Information and
Inventions Agreement shall survive termination of his employment with the
Company. Executive acknowledges that a remedy at law for any breach or
threatened breach by him of the provisions of the Proprietary Information and
Inventions Agreement would be inadequate, and he therefore agrees that the
Company shall be entitled to injunctive relief in case of any such breach or
threatened breach.
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4. OUTSIDE ACTIVITIES.
4.1 Except with the prior written consent of the Board, Executive will not
during the term of this Agreement undertake or engage in any other employment,
occupation or business enterprise, other than ones in which Executive is a
passive investor. Executive may engage in civic and not-for-profit activities so
long as such activities do not materially interfere with the performance of his
duties hereunder.
4.2 During the term of his employment by the Company, except on behalf of the
Company, Executive will not directly or indirectly, whether as an officer,
director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever which were
known by him to compete directly with the Company, throughout the world, in any
line of business engaged in (or planned to be engaged in) by the Company;
provided, however, that anything above to the contrary notwithstanding, he may
own, as a passive investor, securities of any competitor corporation, so long as
his direct holdings in any one such corporation shall not in the aggregate
constitute more than 1% of the voting stock of such corporation.
5. TERMINATION OF EMPLOYMENT. Both the Company and Executive shall have the
right to terminate Executive's employment with the Company at any time, with or
without cause, and without prior notice. If Executive's employment with the
Company is terminated, Executive will be eligible to receive severance benefits
to the extent provided as set forth in the Severance Agreement.
6. NONINTERFERENCE.
While employed by the Company, and for one (1) year immediately
following the Termination Date, Executive agrees not to interfere with the
business of the Company by soliciting, attempting to solicit, inducing, or
otherwise causing any employee of the Company to terminate his or her employment
in order to become an employee, consultant or independent contractor to or for
any competitor of the Company.
7. GENERAL PROVISIONS.
7.1 Notices. Any notices provided hereunder must be in writing and shall be
deemed effective upon the earlier of personal delivery (including personal
delivery by telex) or the third day after mailing by first class mail, to the
Company at its primary office location and to Executive at his address as listed
on the Company payroll.
7.2 Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.
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7.3 Waiver. If either party should waive any breach of any provisions of this
Agreement, he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.
7.4 Complete Agreement. This Agreement and its Exhibit A and Exhibit B
constitute the entire agreement between Executive and the Company and are the
complete, final, and exclusive embodiment of their agreement with regard to this
subject matter. They are entered into without reliance on any promise or
representation other than those expressly contained herein or therein, and they
cannot be modified or amended except in a writing signed by an officer of the
Company.
7.5 Counterparts. This Agreement may be executed in separate counterparts, any
one of which need not contain signatures of more than one party, but all of
which taken together will constitute one and the same Agreement.
7.6 Headings. The headings of the sections hereof are inserted for convenience
only and shall not be deemed to constitute a part hereof nor to affect the
meaning thereof.
7.7 Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive and the Company, and their respective
successors, assigns, heirs, executors and administrators, except that Executive
may not assign any of his duties hereunder and he may not assign any of his
rights hereunder without the written consent of the Company, which shall not be
withheld unreasonably.
7.8 Attorneys' Fees. If either party hereto brings any action to enforce his or
its rights hereunder, each party in any such action shall be responsible for its
own attorneys' fees and costs incurred in connection with such action.
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7.9 Choice of Law. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the law of the State of
California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
CASTELLE
By:/S/ Jerome Burke
Jerome Burke
President
Date: 12th November, 1998
Accepted and agreed this
12th day of November, 1998
/s/ Donald L. Rich
DONALD L. RICH
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