Employment Kit

Employment Application

[ABC, Inc.] (the "Company") is an equal opportunity/affirmative action employer. All qualified applicants will be considered without regard to age, race, color, sex, religion, nation origin, marital status, ancestry, citizenship, veteran status, sexual orientation or preference, or physical or mental disability.

BACKGROUND CHECK PERMISSION (COMPREHENSIVE)
FOR PROSPECTIVE EMPLOYEE

In connection with my application for employment with _____________________(the “Company”), I hereby agree as follows:

1. GENERAL CONSENT TO BACKGROUND INVESTIGATION

As a condition of Company’s consideration of my employment application, I give permission to Company to investigate my personal and employment history. I understand that this background investigation will include, but not be limited to, verification of all information on my employment application.

2. Consent To Contact Past Employers

I specifically give permission to Company to contact all of my prior employers for references. I further give permission to all current or previous employers and/or managers or supervisors to discuss my relevant personal and employment history with Company, consent to the release of such information orally or in writing, and hereby release them from all liability and agree not to sue them for defamation or other claims based upon any statements they make to any representative of Company. I further waive all rights I may have under law to receive a copy of any written statement provided by any of my former employers to Company. I further agree to indemnify all past employers for any liability they may incur because of their reliance upon this Agreement.

3. Consent To Contact Government Agencies

I further give permission to the Company to receive a copy of any information obtained in the file of any federal, state, or local court, or governmental agency concerning or relating to me. I further consent to the release of such information and waive any right under law concerning notification of the request for a release of such information. In the event a law does not provide for prospective employers to have access to information, I hereby delegate Company as my agent for the receipt of information. I understand that the scope of this investigation will be limited as required by applicable law.

4. Cooperation With Investigation

I agree to fully cooperate in Company’s background investigation, and to sign any waivers or releases that may be ...

BACKGROUND CHECK PERMISSION (SIMPLE)
FOR PROSPECTIVE EMPLOYEE

I hereby authorize all corporations, companies, credit agencies, schools, government agencies, persons, military services, and former employers to release information they may have about me to __________ or its agents and employees, and release all persons or companies from any liability or responsibility from doing so. Further, I authorize the procurement of a consumer report and credit check, and understand that such a report may contain information about my background, character, and personal reputation. I understand that this notice will also apply to any...

[Date]

_______________________________
_______________________________
_______________________________

Re: Terms of Employment

Dear __________________________:

We are pleased to inform you that after careful consideration, _________________________________________________ (the "Company") has decided to make you this offer of employment. This letter sets forth the terms of the offer which, if you accept, will govern your employment.

Position; Duties. Your position will be ______________________________, reporting to the ______________________________ of the Company. Your duties and responsibilities, will be as designated by the Company, with an initial focus on
(i) _________________________________________________________and
(ii) ___________________________________________________________

Full Time Employment. The employment term will begin on ____________________________, ______________.

Compensation. Your compensation will be $_______________________ a year, paid twice monthly consistent with the Company’s payroll practices. Your package will include participation in the health and other benefit plans of the Company pursuant to their terms as may be amended by the Company from time to time[; until the Company’s health plan is adopted, your reasonable COBRA payments will be reimbursed (subject to a maximum of $200 per month)]. You will be entitled to....

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is entered into by and between ______________________________, a ____________________ corporation (the “Company”), and ____________________, the undersigned individual (“Executive”).

RECITAL

The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Executive’s employment with the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:

1. Employment.

(a) Term. The Company hereby employs Executive to serve as [President of the Company] [and CEO] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of __________ (__) years (“Employment Period”) to commence on the date hereof, unless earlier terminated as set forth herein.

(b) Duties and Responsibilities. Executive will be reporting to [the Company’s Board of Directors] [____________________]. Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [the Company’s Board] [____________________].

(c) Location. The initial principal location at which Executive shall perform services for the Company shall be ____________________.

2. Compensation.

(a) Base Salary. Executive shall be paid a base salary (“Base Salary”) at the annual rate of $__________, payable in bi-weekly installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on or before [January 1] of each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on ____________________ by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company.

(b) Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.

(c) Bonus. Executive shall also be entitled to a bonus determined as follows: [e.g., at the sole discretion of the Board of Directors or under a formula if certain goals are met.]

3. Other Employment Benefits.

(a) Business Expenses. Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement.

(b) Benefit Plans. Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its employees during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time.

(c) Vacation. Executive shall be entitled to __________ (__) weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations.

[(d) Stock Options. Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the terms of [a Stock Option Plan to be adopted by the Company] [the Company’s existing Stock Option Plan dated __________, 20__], subject to the following terms:

(1) The options will vest only as follows:

(2) The exercise price for the options shall be at __________ dollar ($__) per share, as appropriately adjusted for stock splits, stock dividends, and the like.

(3) The vested options shall be exercisable until the earlier of five (5) years after vesting or 90 days after termination of Executive’s employment with the Company. No additional vesting of options shall occur after Executive’s death, disability, or cessation of employment with the Company for any reason or no reason.

(4) Issuance of the options shall be in accordance with all applicable securities laws and the other terms and conditions of the Company’s Stock Option Plan and form of the Stock Option Agreement [to be adopted by the Company].

(e) No Other Benefits. Executive understands and acknowledges that the compensation specified in Sections 2 and 3 of this Agreement shall be in lieu of any and all other compensation, benefits and plans.

4. Executive’s Business Activities. Executive shall devote the substantial portion of his entire business time, attention and energy exclusively to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may be changed. [Executive may serve as a member of the Board of Directors of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder.]

5. Termination of Employment.

(a) For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (3) improper disclosure of the Company’s confidential or proprietary information, (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

(b) Without Cause. The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the amount of __________ (__) weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within seven (7) days of tender.

(c) Resignation. Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if [he][she] is a director.

(d) Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities....

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
FOR EMPLOYEE

This CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is made between ____________________ (the “Company”) and the undersigned employee.

In consideration of my employment with the Company (which for purposes of this Agreement shall be deemed to include any subsidiaries or Affiliates* of the Company), the receipt of confidential information while associated with the Company, and other good and valuable consideration, I, the undersigned individual, agree that:

1. Term of Agreement. This Agreement shall continue in full force and effect for the duration of my employment by the Company (the “Period of Employment”) and shall continue thereafter as otherwise provided in this Agreement.

2. Confidentiality.

1. Definitions. “Proprietary Information” is all information and any idea whatever form, tangible or intangible, pertaining in any manner to the business of the Company, or any of its Affiliates, or its employees, clients, consultants, or business associates, which was produced by any employee or consultant of the Company in the course of his or her employment or consulting relationship or otherwise produced or acquired by or on behalf of the Company. All Proprietary Information not generally known outside of the Company’s organization, and all Proprietary Information so known only through improper means, shall be deemed “Confidential Information.” By example and without limiting the foregoing definition, Proprietary and Confidential Information shall include, but not be limited to:
   
   
   1. formulas, research and development techniques, processes, trade secrets, computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects;
   2. information about costs, profits, markets, sales, contracts and lists of customers, and distributors;
   3. business, marketing, and strategic plans;
   4. forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements; and
   5. employee personnel files and compensation information.

   Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by the Company.

   2. Existence of Confidential Information. The Company owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information which have great value to its business. This Confidential Information includes not only information disclosed by the Company to me, but also information developed or learned by me during the course of my employment with the Company.
      
      
   3. Protection of Confidential Information. I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in my assigned duties and for the benefit of the Company, any of the Company’s Confidential Information, either during or after my employment with the Company. In the event I desire to publish the results of my work for the Company through literature or speeches, I will submit such literature or speeches to the President of the Company at least 10 days before dissemination of such information for a determination of whether such disclosure may alter trade secret status, may be highly prejudicial to the interests of the Company, or may constitute an invasion of its privacy. I agree not to publish, disclose or otherwise disseminate such information without prior written approval of the President of the Company. I acknowledge that I am aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure of trade secrets.
      
      
   4. Delivery of Confidential Information. Upon request or when my employment with the Company terminates, I will immediately deliver to the Company all copies of any and all materials and writings received from, created for, or belonging to the Company including, but not limited to, those which relate to or contain Confidential Information.
      
      
      5. Location and Reproduction. I shall maintain at my work station and/or any other place under my control only such Confidential Information as I have a current “need to know.” I shall return to the appropriate person or location or otherwise properly dispose of Confidential Information once that need to know no longer exists. I shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate business need of the Company for reproduction.
         
         
      6. Prior Actions and Knowledge. I represent and warrant that from the time of my first contact with the Company I held in strict confidence all Confidential Information and have not disclosed any Confidential Information, directly or indirectly, to anyone outside the Company, or used, copied, published, or summarized any Confidential information, except to the extent otherwise permitted in this Agreement.
         
         
      7. Third-Party Information. I acknowledge that the Company has received and in the future will receive from third parties their confidential information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree that, during the Period of Employment and thereafter, I will hold all such confidential information in the strictest confidence and not to disclose or use it, except as necessary to perform my obligations hereunder and as is consistent with the Company’s agreement with such third parties.
         
         
      8. Third Parties. I represent that my employment with the Company does not and will not breach any agreements with or duties to a former employer or any other third party. I will not disclose to the Company or use on its behalf any confidential information belonging to others and I will not bring onto the premises of the Company any confidential information belonging to any such party unless consented to in writing by such party.
      
      3. Proprietary Rights, Inventions and New Ideas.
      1. Definition. The term “Subject Ideas or Inventions” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, which are conceived, developed or created which: (1) relate to the Company’s current or contemplated business or activities; (2) relate to the Company’s actual or demonstrably anticipated research or development; (3) result from any work performed by me for the Company; (4) involve the use of the Company’s equipment, supplies, facilities or trade secrets; (5) result from or are suggested by any work done by the Company or at the Company’s request, or any projects specifically assigned to me; or (6) result from my access to any of the Company’s memoranda, notes, records, drawings, sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions, processes, equipment or other materials (collectively, “Company Materials”).
         
         
      2. Company Ownership. All right, title and interest in and to all Subject Ideas and Inventions, including but not limited to all registrable and patent rights which may subsist therein, shall be held and owned solely by the Company, and where applicable, all Subject Ideas and Inventions shall be....
         
         

Ackowledgement of At Will Status and Receipt of Employee Handbook

The undersigned employee hereby acknowledges that he has received and read a copy of the [ABC, Inc.] Employee Handbook.

The undersigned further understands and agrees that:

1. Additional information and policies may be implemented from time to time by [ABC, Inc.]
2. The Employee Handbook is not an employment agreement or guarantee of employment.
3. The employee is an "at will" employee, which means either the employee or [ABC, Inc.] may terminate the employment relationship, for any reason or for no reason.
4. The employee’s status as an at will employee can only be changed through a written agreement duly authorized and executed by the President of [ABC, Inc.] and the employee.
5. There have been no....

CHECKLIST FOR EMPLOYEE HANDBOOKS

1.        Introduction

2.        At-Will Employment Policy

3.        Employment Eligibility and Authorization

4.        Equal Employment Opportunity/ Non-Discrimination Policy

5.        Harassment Policy/ Sexual Harassment

6.        Drug-Free Workplace Policy

7.        Alcohol and Drug Testing Policy

8.        Employee References

9.        Travel and Entertainment Policy

10.     Policy Regarding Hours of Work, Overtime and Pay Days...

Drug-Free Workplace Policy

The following policy is required by the Drug-Free Workplace Act and complies with applicable law concerning drug use in the workplace.

1. Employees are expected and required to report to work on time and in appropriate mental and physical condition for work. It is our intent and obligation to provide a drug-free, healthful and safe work environment.

2. The unlawful manufacture, distribution, possession or use of a controlled substance on the Company's premises or while conducting the Company's business off its premises is absolutely prohibited. Violations of this policy will result in disciplinary action, up to and including termination, and may have legal consequences.

3. Employees must report any conviction under a criminal drug statute for violations occurring on or off the Company's premises while...

EMPLOYEE SETTLEMENT AND RELEASE AGREEMENT

This Employee Settlement and Release Agreement (the "AGREEMENT") is entered into by and between _______________ ("EMPLOYEE") on the one hand and ______________ ("COMPANY") on the other.

Recitals

A. EMPLOYEE is a former employee of the COMPANY.

B. The parties wish to resolve any claim by EMPLOYEE against the COMPANY and all other existing differences completely and amicably, without litigation. EMPLOYEE acknowledges that the payment to him under this AGREEMENT is being made for the sole purpose of avoiding the uncertainties, vexations and expense of litigation.

C. The parties represent that they have been advised about the AGREEMENT by their respective counsel, are competent to enter into it, fully understand its terms and consequences, and enter into it knowingly and voluntarily.

Based on these recitals, the parties agree as follows:

Terms

1. No Admission. This AGREEMENT is entered in connection with the compromise of disputed claims. Neither this AGREEMENT nor any action or acts taken in connection with this AGREEMENT or pursuant to it will constitute an admission by COMPANY or any other person or entity of any violation of law, nor will it constitute or be construed as an admission of any wrongdoing whatsoever. In fact, COMPANY, its officers, employees, agents and representatives specifically deny committing any unlawful act against EMPLOYEE at any time.

2.  Payment. Within three (3) days after execution of this AGREEMENT, and in consideration for the promises and covenants contained herein, COMPANY will cause to be delivered to counsel for EMPLOYEE a check in the amount of $________. Except for this payment, EMPLOYEE acknowledges and agrees that he is entitled to receive no other payments, benefits, or compensation from COMPANY. EMPLOYEE represents that there are no outstanding advances or other sums due COMPANY from EMPLOYEE.

3.  Tax. Appropriate tax deductions shall be made by the COMPANY from the payment made under Section 2.

4.  Release. EMPLOYEE, on behalf of himself and his representatives, spouse, agents, heirs and assigns, releases and discharges COMPANY and COMPANY’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and assigns from any and all claims, liabilities, causes of action, damages, losses, demands or obligations of every kind and nature, whether now known or unknown, suspected or unsuspected, which Employee ever had, now has, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind whatsoever, relating to or based upon, in whole or in part, any act, transaction, practice or conduct prior to the date hereof, including but not limited to matters dealing with EMPLOYEE’S employment or termination of employment with the Company, or which relate in any way to injuries or damages suffered by EMPLOYEE (knowingly or unknowingly). This release and discharge includes, but is not limited to, claims arising under federal, state and local statutory or common law, including, but not limited to, the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, claims for wrongful discharge under any public policy or any policy of the Company, claims for breach of fiduciary duty, and the laws of contract and tort; and any claim for attorney’s fees. EMPLOYEE promises never to file a lawsuit or assist in or commence any action asserting any claims, losses, liabilities, demands, or obligations released hereunder.

5.  Known or Unknown Claims. The parties understand and expressly agree that this AGREEMENT extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present, or future, arising from or attributable to any conduct of the Company and its successors, subsidiaries, and affiliates, and all their employees, owners, shareholders, agents, officers, directors, predecessors, assigns, agents, representatives, and attorneys, whether known by EMPLOYEE or whether or not EMPLOYEE believes he may have any claims, and that any and all rights granted to EMPLOYEE under Section 1542 of the California Civil Code or any analogous state law or federal law or regulations, are hereby expressly WAIVED, if applicable. Said Section 1542 of the California Civil Code reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

6.  Non-Disclosure. EMPLOYEE and his counsel represent that they have not disclosed the terms of this AGREEMENT to anyone other than EMPLOYEE’s spouse. EMPLOYEE, his counsel and EMPLOYEE’s spouse agree to keep the terms of the AGREEMENT, including the fact that a payment was made to EMPLOYEE and the amount of such payment, strictly confidential and, unless required by court order or other law, will not disclose such information without the prior written permission of the COMPANY to anyone except EMPLOYEE’s attorneys or tax advisors, if any, but only after informing those persons that they too must keep the information confidential. If asked about the status of the dispute between the parties, EMPLOYEE, his counsel and EMPLOYEE’s spouse may state only that "the matter has been resolved" or words to that effect, but will not otherwise disclose any information about this AGREEMENT or its terms. Because a breach of this confidentiality paragraph would cause COMPANY damages that are impracticable or too difficult to fix, in the event of such a breach, EMPLOYEE shall be liable to COMPANY for liquidated damages in the amount of $______ for each breach, plus any attorneys’ fees and costs owed pursuant to Section 13 herein and any equitable relief.

7.  No Future Employment. EMPLOYEE promises not to seek employment or any other business relationship at any time in the future with COMPANY or any of its parents or affiliates and he forsakes any right to be employed or to have any other....