Commission / Sales Compensation Agreement - Oregon

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. Oregon-Specific Legal Notes
17. General Provisions
18. Signatures

1. PARTIES AND EFFECTIVE DATE

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

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: [________________________________]

Classification:

• ☐ 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 an itemized wage 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:
[________________________________]

No clawback or chargeback may reduce earned wages through a withholding, deduction, or offset unless the Company has a lawful basis under ORS § 652.610. The Company shall document each adjustment on the itemized wage statement.

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:

• Discharge / Involuntary Termination: By the end of the first business day after discharge (ORS § 652.140(1))
• Voluntary Resignation (with at least 48 hours' notice, excluding Saturdays, Sundays, and holidays): Immediately when employment ends; if the final day is a Saturday, Sunday, or holiday, by the end of the next business day (ORS § 652.140(2)(a), (3))
• Voluntary Resignation (without that notice): Within five (5) days, excluding Saturdays, Sundays, and holidays, after the employee quits, or on the next regular payday, whichever occurs first, subject to the time-record rule in ORS § 652.140(2)(c)
• Commissions Not Yet Earned Under Section 5: Paid when and if they become earned under the written plan; Oregon counsel should confirm how the plan's earning conditions interact with final-pay requirements

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 (subject to ORS § 653.295).

☐ 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 Oregon.

Venue: [________________________________] County, Oregon

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 without an unlawful wage deduction or offset

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. OREGON-SPECIFIC LEGAL NOTES

Commission Payments and Wage Rules: ORS § 652.610 expressly requires an itemized statement whenever wages, salary, or commission are paid and regulates deductions from an employee's wages. The agreement must clearly define when a commission is earned; once an amount is earned and due as wages or compensation, the applicable payday and final-pay rules control.

Strict Final Pay Deadlines (ORS § 652.140):

• Discharged employees: All wages due by end of the first business day after discharge
• Voluntary quit with at least 48 hours' notice, excluding Saturdays, Sundays, and holidays: Wages due when employment ends, or by the end of the next business day if termination falls on a Saturday, Sunday, or holiday
• Voluntary quit without that notice: Wages due within 5 days, excluding Saturdays, Sundays, and holidays, or on the next regular payday, whichever occurs first; special time-record rules may apply

Penalty Wages (ORS § 652.150): A willful final-pay violation may continue compensation at the same hourly rate for eight hours per day, for no more than thirty days. Section 652.150(2) generally caps the penalty at 100% of unpaid wages unless a compliant written nonpayment notice is given and the employer fails to pay within twelve days; other statutory exceptions also apply.

Attorney Fees (ORS § 652.200): Employees may recover attorney fees in successful wage claim actions, including claims for unpaid commissions.

Itemized Statements and Deductions (ORS § 652.610): Employers must provide the required itemized statement with every payment of wages, salary, or commission. A recoverable draw, chargeback, customer refund, or other debt does not by itself permit withholding or deducting earned wages; any deduction or offset must fit a statutory authorization. Employers must also provide the written earnings-and-deductions explanation required at hire and keep it current as § 652.610 requires.

Oregon Minimum Wage: Oregon has a tiered minimum wage system (Portland Metro, standard, and non-urban). Commission-only arrangements must ensure minimum wage compliance for all hours worked by non-exempt employees.

Non-Compete Limits (ORS § 653.295): Non-competes are limited to 12 months maximum and subject to multiple statutory conditions.

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

• ORS Chapter 652 — Hours; Wages; Wage Claims; Records
• Oregon BOLI — Paychecks and Final Pay
• Oregon BOLI — Paycheck Deductions
• Oregon BOLI — Noncompetition Agreements
• Oregon Laws 2026 — ORS Sections Amended, Repealed, or Added To