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. New York-Specific Legal Notes
17. General Provisions
18. Signatures

1. PARTIES AND EFFECTIVE DATE

Employer / Principal: [________________________________] ("Company")
Address: [________________________________]
State of Organization: New York

Employee / Sales Representative: [________________________________] ("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

Classification:
- ☐ Commission Salesperson (N.Y. Labor Law § 191(1)(c))
- ☐ Sales Representative (N.Y. Labor Law § 191-c)

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

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:
[________________________________]

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 follows:

• Under N.Y. Labor Law § 191-c: Within five (5) business days after termination, or within five (5) business days after commissions become due if not yet due at termination
• Commissions shall be paid at the usual place of payment or, upon request, mailed to the Employee

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 New York.

Venue: [________________________________] County, New York

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. Any modification must be reduced to a new signed writing per N.Y. Labor Law § 191(1)(c).

16. NEW YORK-SPECIFIC LEGAL NOTES

Written Agreement Mandatory: N.Y. Labor Law § 191(1)(c) requires that the terms of employment for a commission salesperson be in writing, signed by both parties, kept on file for at least three years, and made available to the Commissioner upon request.

Five-Day Payment Rule: Under N.Y. Labor Law § 191-c, upon termination of a sales representative contract, all earned commissions must be paid within five (5) business days.

Double Damages Penalty: A principal who fails to timely pay earned commissions under § 191-c is liable for double damages plus attorney's fees and court costs.

Liquidated Damages Under § 198: For commission employees, failure to pay earned commissions may result in liquidated damages of up to 100% of the amount owed, plus attorney's fees.

Wage Deduction Restrictions: N.Y. Labor Law § 193 narrowly limits permissible deductions from wages. Clawbacks and chargebacks must be carefully structured.

Frequency of Payment Notice: The employer must comply with N.Y. Labor Law § 195 notice requirements, including providing a written notice at hire specifying the rate and method of pay.

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, consistent with N.Y. Labor Law § 191(1)(c).

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: [__/__/____]

Employee acknowledges receipt of a signed copy of this Agreement on [__/__/____].

SOURCES AND REFERENCES

• N.Y. Labor Law § 191 — Frequency of Payments
• N.Y. Labor Law § 191-c — Payment of Sales Commission
• N.Y. Labor Law § 193 — Deductions from Wages
• N.Y. Labor Law § 198 — Penalties