Sample Business Contracts
Employment Agreement - Hostopia.com Inc. and Paul Engels
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 made as of the 1st day of April, 2006.
B E T W E E N:
HOSTOPIA.COM INC.,
a corporation incorporated under the laws of the State of Delaware (the "Hostopia")
OF THE FIRST PART
AND
PAUL ENGELS
of the City of Toronto in the Province of Ontario (the "Employee")
OF THE SECOND PART
WHEREAS Hostopia has agreed to employ the Employee in the position of Executive Vice President and Chief Marketing Officer, and the Employee has agreed to accept such employment;
AND WHEREAS the Employee shall be employed on a full-time basis and shall devote his time, attention and ability to the business and affairs of Hostopia and shall loyally and faithfully serve Hostopia as Executive Vice President and Chief Marketing Officer during the continuance of his employment under this agreement;
AND WHEREAS the Employee shall use his best efforts to promote the interests of Hostopia;
AND WHEREAS the amount of the Employee's annual salary and additional remuneration shall be subject to the final approval of the compensation committee of the board of directors of Hostopia;
AND WHEREAS Hostopia and the Employee wish to record the terms and conditions with respect to the employment relationship between them;
NOW, THEREFORE, in consideration of the Employee's employment by Hostopia and the compensation paid to the Employee from time to time while so employed, it is agreed:
Section 1.00 ENGAGEMENT
- 1.1
- Hostopia hereby agrees to engage the services of the Employee, effective on April 1, 2006, and the Employee hereby accepts this position subject to and upon the terms and conditions contained in this agreement.
- 1.2
- Subject to 4.1 and 4.3 below, the Employee will be employed for an indefinite period.
Section 2.00 DUTIES
- 2.1
- The Employee shall be employed on a full-time basis and shall devote his time, attention and ability to the business and affairs of Hostopia and shall loyally and faithfully serve Hostopia during the continuance of his employment under this agreement and shall use his best efforts to promote the interests of Hostopia.
- 2.2
- The Employee shall be subject to the direction and supervision of Colin Campbell or such other persons designated by Hostopia's board of directors.
- 2.3
- The Employee shall comply with all of the rules, regulations and by-laws of Hostopia and with all reasonable orders given by Colin Campbell or such other persons designated by Hostopia's board of directors.
- 2.4
- The Employee shall be required to provide his services at the head offices of Hostopia in the City of Mississauga, in the Province of Ontario and at such other place or places as Colin Campbell or such other persons designated by Hostopia's board of directors may designate.
Section 3.00 REMUNERATION AND VACATION
- 3.1
- The Employee's compensation will be paid by Hostopia in accordance with Schedule "A" attached hereto, and the usual policies of Hostopia in force from time to time.
- 3.2
- The Employee's compensation will be reviewed annually by Hostopia, with the first such review to occur one year from the date of this Agreement. Hostopia shall be under no obligation to increase the compensation at the time of any salary review. In the event that the Employee's compensation is increased, Schedule "A" shall be amended accordingly.
- 3.3
- The Employee shall be entitled to three (3) weeks vacation with pay, during each year of his employment and shall be taken at such time or times as approved by Hostopia.
- 3.3
- The Employee shall be entitled to participate in all benefit plans in effect from time to time for employees of Hostopia, including medical and insurance plans, on the same terms and conditions as other Hostopia managers
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- 3.4
- The Employee shall be entitled to participate in the stock option plan offered by Hostopia. Notwithstanding the foregoing, Hostopia in its sole discretion shall determine whether the Employee will be granted any stock options.
SECTION 4.00 TERMINATION
- 4.1
- This Agreement and the services of the Employee under this Agreement shall be immediately terminated without notice, at the option of Hostopia upon the occurrence of any of the following events:
- (a)
- if the Employee dies;
- (b)
- if the Employee breaches his duties or obligations to Hostopia so as to entitle Hostopia to terminate his for cause, including without limitation, serious misconduct, acts of fraud or theft against Hostopia, habitual neglect of duty, incompetence, conduct incompatible with his duties or conduct prejudicial to Hostopia's business, or willful disobedience of Hostopia's orders in a matter of substance;
- (c)
- if the Employee commits any criminal offence against Hostopia or against any other person or entity such that Hostopia, in its sole discretion, regards the commission of such offence as being incompatible with the Employee's employment;
- (d)
- if the Employee is guilty of a breach or non-observance of any of the terms and conditions contained in this Agreement;
- (e)
- if the Employee is unable to perform his duties and responsibilities on behalf of Hostopia for a period of six (6) months (the "Period of Illness") and Hostopia is unable to accommodate his disability. For the purposes of calculating a Period of Illness, any absence due to illness shall be considered to be continuous from the date the Employee was first absent ("First Absence"), where the Employee does not return to perform his duties for more than five (5) consecutive working days following the First Absence; or
- (f)
- if the Employee is employed by any party other than Hostopia.
- 4.2
- In the event the Employee's employment is terminated for any of the reasons set out in Section 4.1, Hostopia shall give written notice of termination to the Employee in accordance with Section 6.1 below, setting out, in summary form, the reasons for termination. Following the foregoing notice, Hostopia shall be released from all liabilities and obligations to the Employee under this Agreement and at common law following payment to the Employee of any remuneration and benefits owing to him/her as at the date of termination.
- 4.3
- Notwithstanding Sections 1.2 and 4.1 of this Agreement, Hostopia shall be entitled to terminate the employment of the Employee without cause and without notice at any time, provided that Hostopia pays compensation in lieu of notice in accordance with Schedule "A".
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- 4.4
- This Agreement is subject to the final approval of the compensation committee of the board of directors of Hostopia.
SECTION 5.00 CONFIDENTIALITY, PROPRIETARY RIGHTS,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
- 5.1
- The Employee agrees to be bound by the terms and conditions of the confidentiality, proprietary rights, non-competition and non-solicitation agreement annexed hereto as Schedule "B" (the "Confidentiality, Proprietary Rights, Non-Competition And Non-Solicitation Agreement").
SECTION 6.00 NOTICE
- 6.1
- Any notice in writing required or permitted to be given to the Employee under this Agreement shall be sufficiently given if a) delivered to the Employee personally, b) emailed to the email address provided to the Employee by Hostopia, or c) sent by registered mail to the Employee at his last known residential address. Any notice mailed shall be deemed to have been received by the Employee on the third (3rd) business day following the date of mailing. Any notice in writing required or permitted to be given to Hostopia under this Agreement shall be sufficiently given if delivered to Hostopia at its registered office or mailed by registered mail, postage prepaid, addressed to Hostopia at its registered office. Any notice mailed shall be deemed to have been received by Hostopia on the third (3rd) business day following the date of mailing. If mail service is interrupted then any notice during that period of interruption shall be delivered by personal service.
SECTION 7.00 GOVERNING LAW
- 7.1
- The provisions of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario or the laws of Canada applicable therein. Each of the parties to this Agreement irrevocably attorn to the jurisdiction of the courts of Toronto in the Province of Ontario.
SECTION 8.00 ENUREMENT
- 8.1
- The provisions of this Agreement shall enure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Employee and upon the successors and assigns of Hostopia.
SECTION 9.00 ASSIGNMENT
- 9.1
- This Agreement shall not be assignable by the Employee under any circumstances.
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SECTION 10.00 COMPLETE AGREEMENT
- 10.1
- This Agreement and all Schedules annexed hereto constitute the entire agreement between the parties and there are no representations, warranties, covenants, agreements or understandings relative thereto which are not set forth in this Agreement. This Agreement replaces all other agreements, understandings and negotiations whether written or oral which may have existed between the parties and constitutes the entire agreement between them. No provision of this Agreement shall be effectively amended or waived except in writing signed by the party against whom the amendment or waiver is sought to be enforced.
SECTION 11.00 SEVERABILITY
- 11.1
- Hostopia and the Employee acknowledge and agree that if any provision of this Agreement or the application of such provision to any party or person or circumstance is held illegal, invalid, or unenforceable, the remainder of this Agreement, or the application of such provision to a party or person or circumstance other than those as to which it is held illegal, invalid, or unenforceable shall not be affected thereby.
SECTION 12.00 MISCELLANEOUS
- 12.1
- Sections and section headings contained in this Agreement are included solely for convenience and are not intended to be full or accurate descriptions of the contents of the Sections and shall not be considered as part of this Agreement.
- 12.2
- Each of the parties hereto may extend the time of performance and waive non performance by any of the other parties to this Agreement of their respective obligations and agreements under this Agreement, but no act or failure to act by any of the parties shall be deemed to be an extension or waiver of time and strict performance by the other parties of this Agreement of such obligations and agreements except to the extent of notices given to such of the other parties in writing.
SECTION 13.00 EMPLOYEE ACKNOWLEDGEMENT
- 13.1
- The Employees acknowledges that he:
- (a)
- has had sufficient time to review this Agreement thoroughly;
- (b)
- has read and understood the terms and binding effect of this Agreement;
- (c)
- accepts the terms herein voluntarily and without duress or compulsion;
- (d)
- has been advised of the right to obtain independent legal and other advice in connection with the execution of this Agreement, and has either obtained or hereby waives the obtaining of such advice.
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IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto.
HOSTOPIA.COM INC. | ||||
Per: | /s/ COLIN CAMPBELL Colin Campbell | |||
/s/ MICHAEL BAYER
Witness: | /s/ PAUL ENGELS
PAUL ENGELS |
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Schedule "A"
Total compensation for the Employee during the period beginning April 1, 2006 and ending March 31, 2007 shall be in accordance with the following:
- 1.
- The Employee's base salary shall be CDN$160,000 per year, subject to statutory deductions and payable bi-weekly in accordance with the usual policies of Hostopia in force from time to time.
- 2.
- The Employee shall be eligible to receive additional remuneration in accordance with the following tables, provided that the Sales and Income Goals are met. Hostopia's board of directors shall determine Hostopia's Sales Goals and Income Goals annually.
Sales Goals
| Income Goals
| |||||
---|---|---|---|---|---|---|
90% of goal: | $4,000 and | |||||
95% of goal: | $4,000 and | 90% of goal: | $2,500 and | |||
98% of goal: | $4,000 and | 95% of goal: | $5,000 and | |||
99% of goal: | $4,000 and | 100% of goal: | $10,000 and | |||
100% of goal: | $20,000 and | |||||
102.5% of goal: | $15,000 and | |||||
105% of goal: | $15,000 |
- 3.
- The additional remuneration in section 2 above shall be payable in accordance with the following schedule.
Amount Payable
| When Payable
| |
---|---|---|
20% of the projected annual Employee bonus, based upon Hostopia's performance as indicated in Hostopia's unaudited financial statements, during its first fiscal quarter. | 30 days following the end of Hostopia's first fiscal quarter. | |
25% of the projected annual Employee bonus, based upon Hostopia's performance as indicated in Hostopia's unaudited financial statements, during second fiscal quarter. | 30 days following the end of Hostopia's second fiscal quarter. | |
25% of the projected annual Employee bonus, based upon Hostopia's performance as indicated in Hostopia's unaudited financial statements, during its third fiscal quarter. | 30 days following the end of Hostopia's third fiscal quarter. | |
The remainder of any actual Employee bonus, based upon Hostopia's performance as indicated in Hostopia's unaudited financial statements, during its fourth fiscal quarter. | 30 days following the end of Hostopia's forth fiscal quarter. |