COMMISSION / SALES COMPENSATION AGREEMENT

TABLE OF CONTENTS

1. Parties and Effective Date
2. Position and Territory
3. Commission Structure
4. Base Salary and Commission Split
5. Definition of Compensable Sale
6. Payment Timing
7. Draw Against Commission
8. Clawback and Chargeback Provisions
9. Post-Termination Commission Rights
10. Expense Reimbursement
11. Quota and Minimum Performance
12. Territory and Account Protection
13. Non-Compete Reference
14. Dispute Resolution
15. Termination Provisions
16. Michigan-Specific Legal Notes
17. General Provisions
18. Signatures

1. PARTIES AND EFFECTIVE DATE

Employer: [________________________________] ("Company")
Address: [________________________________]
State of Organization: Michigan

Employee: [________________________________] ("Employee")
Address: [________________________________]

Effective Date: [__/__/____]

This Commission / Sales Compensation Agreement ("Agreement") is entered into by and between the Company and Employee as of the Effective Date set forth above.

2. POSITION AND TERRITORY

Job Title: [________________________________]

Reporting To: [________________________________]

Assigned Territory / Region: [________________________________]

Assigned Accounts / Verticals: [________________________________]

Employment Status:
- ☐ Full-Time Employee
- ☐ Part-Time Employee

3. COMMISSION STRUCTURE

The Employee shall be compensated under the following commission structure:

Option A — Percentage-Based Commission

Option B — Tiered Commission

Option C — Flat Fee Per Sale

Selected Structure: ☐ Option A ☐ Option B ☐ Option C

4. BASE SALARY AND COMMISSION SPLIT

Base Salary: $[________________________________] per [☐ year / ☐ month / ☐ pay period]

Compensation Model:
- ☐ Commission Only (no base salary)
- ☐ Base Salary + Commission
- ☐ Base Salary + Commission + Bonus

Target Total Compensation (estimated): $[________________________________] per year

Pay Period for Base Salary: ☐ Weekly ☐ Bi-Weekly ☐ Semi-Monthly ☐ Monthly

5. DEFINITION OF COMPENSABLE SALE

A "Sale" or "Closed Deal" for purposes of commission calculation is defined as:

[________________________________]

A commission is deemed earned when:
- ☐ The customer executes a binding purchase order or contract
- ☐ The customer makes full payment
- ☐ The product or service is delivered and accepted
- ☐ Other: [________________________________]

Excluded from commission calculation:
- ☐ Returns, cancellations, or chargebacks within [____] days
- ☐ Internal or employee sales
- ☐ Sales below $[________________________________]
- ☐ Other: [________________________________]

6. PAYMENT TIMING

Commission Payment Schedule:
- ☐ Monthly, on or before the [____] day of the following month
- ☐ Semi-monthly, in accordance with regular payroll
- ☐ Other: [________________________________]

Commission Statements: The Company shall provide the Employee with a written commission statement on each commission payment date detailing the basis for the commission calculation.

7. DRAW AGAINST COMMISSION

Draw Applicable: ☐ Yes ☐ No

If Yes:

Draw Amount: $[________________________________] per [________________________________]

Draw Type:
- ☐ Recoverable Draw (advance against future commissions)
- ☐ Non-Recoverable Draw (guaranteed minimum)

Repayment Terms (Recoverable Draw):
[________________________________]

8. CLAWBACK AND CHARGEBACK PROVISIONS

Clawback Applicable: ☐ Yes ☐ No

Clawback Period: [____] days from date of commission payment

Triggering Events:
- ☐ Customer cancellation within [____] days of sale
- ☐ Customer non-payment or default
- ☐ Return of product within [____] days
- ☐ Other: [________________________________]

Chargeback Calculation Method:
[________________________________]

Employee Authorization for Chargebacks:
☐ Employee hereby authorizes the Company to offset chargebacks against future commission payments in accordance with MCL 408.475.

9. POST-TERMINATION COMMISSION RIGHTS

Commissions Earned Before Termination:
All commissions that have been earned (as defined in Section 5) but not yet paid as of the date of termination shall be paid as soon as the amount can be determined with due diligence (per MCL 408.474).

Exception for Commission Contracts:
If the amount due cannot be determined until the end of the contract period, the commission shall be paid at the end of that period.

Commissions on Pending Sales:
- ☐ Employee is entitled to commissions on deals substantially procured by Employee but closed within [____] days after termination
- ☐ Employee forfeits commissions on deals not closed before the termination date
- ☐ Pro-rated commission on deals in progress at termination
- ☐ Other: [________________________________]

10. EXPENSE REIMBURSEMENT

The Company shall reimburse Employee for the following pre-approved business expenses:

• ☐ Mileage at the IRS standard rate
• ☐ Client entertainment (pre-approved)
• ☐ Travel expenses
• ☐ Cell phone / internet
• ☐ Other: [________________________________]

Reimbursement Procedure: Expenses must be submitted within [____] days with receipts via [________________________________].

11. QUOTA AND MINIMUM PERFORMANCE

Sales Quota: $[________________________________] per [☐ month / ☐ quarter / ☐ year]

Quota Review Period: [________________________________]

Consequences of Failing to Meet Quota:
- ☐ Performance improvement plan
- ☐ Reduction in territory
- ☐ Adjustment to commission rate (prospective only)
- ☐ Termination of employment
- ☐ Other: [________________________________]

12. TERRITORY AND ACCOUNT PROTECTION

Exclusive Territory: ☐ Yes ☐ No

If Yes, the Company shall not assign another salesperson to Employee's designated territory during the term of this Agreement, except:
[________________________________]

Account Ownership Rules:
[________________________________]

Split Commission Policy (if applicable):
[________________________________]

13. NON-COMPETE REFERENCE

☐ A separate Non-Compete / Non-Solicitation Agreement is attached or incorporated by reference.

☐ A separate Confidentiality and Proprietary Information Agreement is attached or incorporated by reference.

14. DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by the laws of the State of Michigan.

Venue: [________________________________] County, Michigan

Dispute Resolution Method:
- ☐ Litigation in state or federal court
- ☐ Binding Arbitration under [________________________________] rules
- ☐ Mediation followed by Arbitration

15. TERMINATION PROVISIONS

Employment Relationship: Employment is at-will unless otherwise stated in a separate written agreement.

Notice of Termination:
- ☐ At-will; no notice required by either party
- ☐ [____] days' written notice required by either party

Upon Termination:
1. All earned commissions shall be paid per Section 9
2. Company property must be returned within [____] days
3. Outstanding draw balances handled per Section 7

Modification of Commission Plan:
The Company reserves the right to modify this commission plan with [____] days' written notice. Changes apply prospectively only and do not affect commissions already earned.

16. MICHIGAN-SPECIFIC LEGAL NOTES

Commissions Are Wages: Under MCL 408.471(f), "wages" includes all earnings determined on a commission basis. Commissions are wages, not fringe benefits. This distinction provides stronger protections — fringe benefits can be forfeited at termination per written agreement, but wages cannot.

Bonuses Are Fringe Benefits: Unlike commissions, bonuses are classified as fringe benefits under Michigan law and may be subject to different forfeiture rules upon termination.

Payment Upon Termination: MCL 408.474 requires wages be paid "as soon as the amount can be determined with due diligence" upon both voluntary and involuntary termination. An exception exists for commission contracts where the amount cannot be determined until the contract period ends.

Procuring Cause Doctrine: When no express agreement governs post-termination commissions, the procuring cause doctrine applies. An employee is entitled to commissions if the employee's efforts were the procuring cause of the sale, regardless of whether the sale closed after termination.

Deduction Restrictions: MCL 408.475 requires written consent for wage deductions. Unauthorized deductions from commissions violate the Act.

Penalties: MCL 408.481 provides for recovery of unpaid wages plus damages, costs, and attorney's fees.

17. GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning commission compensation and supersedes all prior agreements on this subject.

Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendment: This Agreement may only be amended in writing signed by both parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

18. SIGNATURES

By signing below, both parties acknowledge they have read, understand, and agree to the terms of this Agreement.

EMPLOYER

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EMPLOYEE

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]

SOURCES AND REFERENCES

• MCL 408.471 et seq. — Payment of Wages and Fringe Benefits Act
• MCL 408.474 — Payment Upon Termination
• MCL 445.774a — Michigan Antitrust Reform Act (Non-Competes)
• Michigan LEO — Payment of Fringe Benefits at Termination