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Employment Agreement Between Company and Merouane Bencherif

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EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into by and between

, Inc. (the "Company") and (the "CAO") on

1. Position and Duties: CAO shall be employed by the Company as its Executive Vice President, Chief Administrative Officer and Corporate Secretary, reporting only to the Company's Chief Executive Officer or President and Chief Operating Officer (COO) beginning no later than (the "Effective Date"). CAO shall serve on the most senior management or executive committee of the Company.

CAO agrees to devote his full business time, energy and skill to his duties at the Company. These duties shall include, without limitation, senior executive responsibility for the legal and regulatory, human resources, facilities, materials, procurement, Corporate Secretary functions and all those senior executive duties customarily performed by the Chief Administrative Officer and Corporate Secretary, as well as those senior executive duties that may be assigned by the CEO (or COO as the case may be) from time to time (collectively, the "Duties").

2. Term of Employment: CAO's employment with the Company will be for no specified term, and may be terminated by CAO or the Company at any time, for any reason, with or without cause, and neither CAO nor the Company shall have any further obligation or liability whatsoever under this Employment Agreement to the other, except as may be specifically set forth herein.

3. Compensation: CAO shall be compensated by the Company for his services as follows:

A. Base Salary: CAO shall be paid a monthly Base Salary of per month ( on an annualized basis), subject to applicable withholding, in accordance with the Company's normal payroll procedures.

B. Benefits: CAO shall have the right, on the same basis as other members of the Company's senior management, to participate in and to receive benefits under any of the Company's employee benefit plans, as such plans may be modified from time to time.

By way of description and not limitation, CAO shall be entitled to the benefits afforded to other members of senior management under the Company's Bonus Program, which shall be defined with sixty (60) days of the Effective Date and which shall, in any case, contain a bonus amount of up to of CAO's Base Salary with a target bonus of of CAO's Base Salary.

CAO shall be entitled to the benefits afforded to other members of senior management under the Company's vacation, holiday and business expense reimbursement policies.

C. Signing Bonus: Within thirty (30) days of the Effective Date, the Company will pay CAO a signing bonus in the total amount of , less applicable withholding.

In the event that CAO voluntarily resigns from his employment other than for Good Reason during the first year following the Effective Date, CAO agrees that he shall repay a pro-rata share of the signing bonus based on the time remaining in the first year of service.

4. Stock Options: CAO shall be granted the option to purchase shares of the Company's Common Stock (the "Stock Options"), at an exercise price per share equal to the fair market value of the Company's Common Stock on the date of grant as determined by the Board in its sole discretion.

The Stock Options shall vest monthly at the rate of 1/48 per month, however there shall be a six (6) month cliff, upon which the first 1/8 of the Stock Options shall vest.

Upon the termination of CAO's employment in accordance with the provisions of Section 7, below, the Stock Options shall vest as described in such provisions. Except as provided in Section 7, below, the Stock Options shall be subject to the terms of the Company's Stock Option Plan and the Company's standard incentive and non-statutory Stock Option Purchase Agreements (the "Standard Agreements"), provided pursuant to the Company's Stock Option Plan.

CAO will be entitled to participate in future stock option award programs and equity incentive programs that may exist for senior management of the Company.

CAO will be permitted to exercise the option in full prior to vesting in the underlying shares, subject to the Company's right to repurchase any unvested shares at CAO's original cost upon his termination of employment, as provided in the Standard Agreements.

In addition, the Company shall permit CAO to pay the option exercise price with a full recourse loan (secured by the shares acquired with the loan) at the lowest interest rate available to avoid the imposition of imputed income under the tax laws to assist CAO to exercise the Stock Options.

5. Housing Allowance: In addition to the Base Salary, beginning on and continuing through , provided that CAO is continuously employed as the Company's Chief Administrative Officer, Company shall provide, at Company's expense, lodging in a corporate apartment within a reasonable distance of the Company and suitable for a member of the senior management team of other similarly situated companies.

6. Definitions Applicable to Terminations: For the purposes of other terminations as described in Section 7, the following definitions shall apply:

A. Change of Control: A "Change of Control" is defined as and shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) liquidation or dissolution of the Company.

B. Good Reason: "Good Reason" shall be defined as and shall be deemed to exist if any of the following conditions occur, provided that such conditions persist for fifteen (15) business days after written notice to the Board from CAO and reasonable opportunity for the Company to cure:

(i) the Company, its successor or assign decreases CAO's Base Salary or Benefits as defined above;

(ii) the Company its successor or assign makes an adverse change in CAO's Position and Duties, as defined above, or to any additional title, authority, responsibilities or duties that CAO assumes during the course of his employment with the Company;

(iii) the Company its successor or assign requires the relocation of CAO's work place to a location outside of the San Francisco Bay Area;

(iv) the Company its successor or assign breaches any provision of this Employment Agreement;

(v) the Company fails to obtain the assumption of this Employment Agreement by any successor or assign of the Company.

C. Termination for Cause: Termination "for Cause" is defined as a termination of CAO based upon:

(i) willful and serious misconduct injurious to the Company;

(ii) conviction of a crime that constitutes a felony;

(iii) CAO's willful refusal to perform any of the Duties as set forth in Section 1, above;

(iv) improper disclosure of the Company's confidential or proprietary information;

(v) any act by CAO undertaken by CAO with the intent to materially harm the Company's reputation or business;

(vi) any material breach of this Employment Agreement, which breach, if curable, is not cured within thirty (30) days following written notice of such breach from the Company.

7. Benefits Upon Termination: CAO agrees that his employment may be terminated by the Company at any time, for any reason, with or without cause, and he shall be entitled as his sole remedy and compensation only the compensation provided, below, in this Section 7.

A. Termination for Cause: If CAO's employment is terminated by the Company For Cause, CAO shall be entitled to no compensation or benefits from the Company other than those under Section 3 earned up until such termination and, in the case of the Stock Options under Section 4, shares vested through the date of termination.

B. Voluntary Resignation: In the event of CAO's voluntary resignation from employment with the Company, other than for Good Reason, CAO shall be entitled to no compensation or benefits from the Company other than those under Section 3 earned up until such termination and, in the case of the Stock Options under Section 4, shares vested through the date of his resignation.

C. Death or Disability: In the event that CAO's employment terminates as a result of his death or continued disability for ninety (90) days, CAO shall be entitled solely to the following as of the date of death or disability:

i. all accrued compensation and benefits earned through such date;

ii. the removal of any "cliff date" in calculating the number of Stock Options vested upon the date of death or disability;

iii. an immediate doubling of the number of Stock Options vested as of the date of death or disability, but in no event more than 100% of the Stock Options granted.

D. Change in Control: Termination Without Cause or Resignation for Good Reason:

i. all accrued compensation, benefits and vesting earned through the date of termination or resignation;

ii. continued payment of CAO's salary at his Base Salary rate, less applicable withholding, for six months year following his termination or resignation;

iii. the removal of any "cliff date" in calculating the number of Stock Options vested upon such date;

iv. Fifty percent (50%) of the unvested Stock Options shall be deemed to have vested immediately upon such termination or resignation.

E. Absent Change in Control: Termination Without Cause or Resignation for Good Reason:

i. all accrued compensation, benefits and vesting earned through the date of termination or resignation;

ii. the removal of any "cliff date" in calculating the number of Stock Options vested upon such date;

iii. a lump sum payment from the Company in the amount of One Hundred Fifty Thousand Dollars ($150,000);

iv. continued medical and dental benefits for six (6) months.

8. Employee Inventions and Proprietary Rights Assignment Agreement: CAO agrees to abide by the terms and conditions of the Company's standard Employee Inventions and Proprietary Rights Assignment Agreement.

9. Non-Solicitation: CAO agrees that for a period of one year after the date of the termination of his employment for any reason, he shall not, either directly or indirectly: (i) solicit the services, or attempt to solicit the services, of any employee of the Company to any other person or entity; or (ii) solicit or otherwise encourage any customer, supplier or other business contact of the Company to withdraw, curtail or cancel their business with the Company.

10. Indemnification: The Company will indemnify CAO to the fullest extent of applicable law and pursuant to its by-laws and any standard form of indemnification agreement that may be signed by the Company's other officers and directors from time to time.

11. Dispute Resolution: In the event of any dispute or claim relating to or arising out of this Employment Agreement, CAO and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, California in accordance with its National Employment Dispute Resolution rules, as those rules are currently in effect.

12. Attorneys' Fees: The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any action brought to enforce any right arising out of this Employment Agreement.

13. Interpretation: CAO and the Company agree that this Employment Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

14. Successors and Assigns: This Employment Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services to be performed under this Employment Agreement by CAO, he shall not have the right to assign or transfer any of his rights, obligations or benefits under this Employment Agreement, except as otherwise noted herein.

15. Entire Agreement: This Employment Agreement constitutes the entire employment agreement between CAO and the Company regarding the terms and conditions of his employment with the Company, with the exception of the Stock Option Agreement described in Section 4 and the Employee Inventions and Proprietary Rights Assignment Agreement referred to in Section 8, which shall be modified as necessary to reflect the term relating to options set forth in the Employment Agreement.

16. Validity: If any one or more of the provisions (or any part thereof) of this Employment Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions (or any part thereof) shall not in any way be affected or impaired thereby.

17. Modification: This Employment Agreement and its Addenda may only be modified or amended by a supplemental written agreement signed by CAO and the Company.

18. Counterparts: This Employment Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date and year written below.

Date:

TELOCITY, INC.

By: /s/

Name:

Its:

Date:

/s/

Enter text✕

What this Employment Agreement covers

The Employment Agreement Between Company and Merouane Bencherif is a written contract that sets out the terms under which Merouane Bencherif will perform services for the employer. It defines the parties, position, duties, compensation, benefits, start date, term or at-will status, confidentiality, intellectual property assignment, restrictive covenants, grounds for termination, and dispute resolution. The document also allocates responsibilities for taxes, required pre-employment checks, and outlines post-termination obligations such as return of company property. When completed and signed by authorized representatives it creates legally binding obligations between the parties.

Why a clear written agreement matters

A clear Employment Agreement reduces ambiguity about pay, duties, and termination, and protects both employer and employee by documenting consent, expectations, and remedies under U.S. law. It also helps preserve trade secrets, clarify IP ownership, and support compliance with employment and tax obligations.

Why a clear written agreement matters

Who typically prepares and signs this agreement

Employers, HR teams, hiring managers, and new hires commonly use this agreement to formalize employment terms.

  • Human resources teams and general counsel preparing standardized offers and onboarding documents for new hires.
  • Hiring managers and business unit leaders negotiating role-specific responsibilities and performance expectations.
  • Individual employees or executives reviewing and signing to accept duties, compensation, and restrictive covenants.

Core sections to include in this employment agreement

A complete agreement balances operational detail with legal protections to minimize future disputes and regulatory risk.

Parties

Identify the employer’s legal entity and the employee by full legal name, including address and employer representative details.

Duties

Describe the employee’s responsibilities, reporting lines, and any performance metrics or probationary periods tied to compensation.

Compensation

Specify base pay, pay frequency, bonus eligibility, benefits, reimbursable expenses, and any equity or deferred compensation terms.

Confidentiality

Define confidential information, permitted disclosures, duration of obligations, and handling of company materials upon termination.

IP Assignment

Assign ownership of work product and inventions created during employment; include present assignment language and exceptions if any.

Termination

State at-will or fixed-term status, notice periods, severance entitlements, and post-termination restrictions such as non-solicit.

Step-by-step: completing the Employment Agreement

Follow these steps to prepare, review, and finalize the Employment Agreement efficiently and with legal clarity.

  • 01
    Draft: Populate parties, role, compensation, and term fields.
  • 02
    Review: Legal and HR should check compliance and restrictive covenant language.
  • 03
    Sign: Obtain signatures from employee and authorized company representative.
  • 04
    Distribute: Provide executed copies to payroll, HR, and the employee.

Configure an online signing workflow

Set up roles, authentication, and routing to ensure a smooth electronic completion and reliable audit trail.

Field Configuration
Signer Order Employee signs first, then company representative.
Authentication Use email plus optional SMS code for signer verification.
Required Fields Make signature, date, and compensation fields mandatory.
Retention Enable automatic PDF export and audit trail storage.

Typical routing and submission destinations

Know where to send executed copies so HR, payroll, and legal can act on the agreement promptly.

  • Employee: Signer receives final PDF for personal records.
  • Human Resources: HR stores agreement in personnel file and payroll system.
  • Payroll: Payroll team updates compensation and tax withholding setup.
  • Legal: Legal retains executed agreement and any negotiating drafts.

Technical and compliance considerations for e-signing

Choose a platform that provides an audit trail, secure storage, and needed regulatory compliance.

  • Authentication: Email, SMS, or KBA options
  • Audit Trail: Timestamps, IP, and action log
  • Compliance: ESIGN, UETA, HIPAA support

Key dates and legal timeframes to track

Track dates tied to onboarding, tax reporting, and required documentation to avoid regulatory and payroll issues.

Offer Acceptance Deadline:

Specify acceptance deadline in the offer to lock in terms.

Start Date:

Employee’s official start date, triggers benefits and payroll setup.

I-9 Verification:

Employer must complete Form I-9 verification within three business days (8 CFR §274a.2).

Withholding Setup:

W-4 submitted prior to first payroll run to set tax withholding.

Benefits Enrollment:

Open enrollment deadlines vary; typically within 30–60 days of hire.

Milestone timeline for executing and implementing the agreement

A concise milestone sequence helps coordinate HR, payroll, and facilities for a new hire.

01

Offer Issued

Company sends written offer and agreement to candidate.

02

Agreement Signed

Employee and company sign the agreement, creating binding terms.

03

Onboarding Actions

Complete I-9, W-4, benefits enrollment, and payroll setup.

04

File Retention

Store executed agreement in personnel file and digital archive.

Common mistakes to avoid when preparing the agreement

  • Leaving compensation terms vague or using undefined bonus triggers can lead to disputes and pay claims.
  • Using broad non-compete clauses in states like California may render the restriction unenforceable.
  • Failing to complete Form I-9 within required timeframe can expose the employer to DHS penalties.
  • Not documenting IP ownership clearly for creative or technical roles risks later ownership litigation.

Regulatory risks and potential penalties

I-9 Violations: $281–$2,789 per violation
Tax Reporting Errors: Penalties under IRC §6721 per incorrect filing
Wage Claims: Back pay, interest, and penalties
Misclassification: Fines and benefit liabilities
Invalid Covenants: Court may refuse enforcement
Privacy Breach: HIPAA fines if PHI mishandled

Essential compliance and security elements to include

ESIGN/UETA: Ensure electronic consent and retention
Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Capture timestamps, IPs, and actions
HIPAA BAA: Required if agreement contains protected health information
Access Controls: Role-based access and SSO where available
Long-term Export: PDF/A or standard PDF for archival

Comparing eSignature vendors for employment agreement workflows

A neutral comparison of common feature and pricing dimensions. signNow appears first as a provider option; confirm current plan details with each vendor directly.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about this Employment Agreement

Answers to common questions about completion, enforceability, e-signatures, and post-signature handling for this employment agreement.


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