Swiftly, Inc. Sales Compensation Terms

1. Term.  This Sales Compensation Plan (“Plan”) shall be in effect from the Effective Date on Employee’s signed Compensation Plan until a period of 36 months later, unless otherwise amended or terminated by Swiftly (“Company”) in accordance with Paragraph 7 of the Plan.

2. Participation.  This Plan shall apply to all employees who are provided with and who sign this Compensation Plan and the Swiftly Compensation Schedule (“Schedule”).  No commissions, advances or other sales-based compensation shall be earned by an employee unless the employee signs and returns the Plan and the Schedule (collectively, the “Compensation Agreements”) to the Company within 14 days of receipt of the Compensation Agreements; if an employee does not sign and return the Compensation Agreements within this required time the employee will earn his or her base salary only.

3. Compensation.  An employee’s total potential compensation is described in the Schedule.  Compensation will consist of the following:

3.1 Base Salary.  Base Salary is the employee’s regular monthly salary, which is paid according to the Company’s standard payroll procedures.

3.2 Earned Commission.  An employee earns commission only upon the Company’s receipt of payment by the customer assigned to the employee or by a customer in the territory assigned to the employee within ninety (90) days of the Invoice (“Earned Commission”).  Earned Commissions are calculated by multiplying the customer’s cash payments by the applicable commission rates set forth in the Schedule.  Any advanced but unearned amounts, such as Recoverable Draws and Invoice Advances, will be deducted from Earned Commission calculations or other wages if full payment is not received from the customer for any reason prior to the employee’s termination of employment (including, without limitation, write-offs, bad debts, insolvency, returns or cancelled orders).

3.3 Adjustments for Advanced But Unearned Commissions.  If an Invoice is subsequently canceled, or if full payment is not received for any reason from the customer within ninety (90) days of the Invoice, any unearned but advanced commission payments (such as Recoverable Draws or Invoice Advances) shall be deducted from future Invoice Advances, Earned Commissions or other wages of the employee (“Advanced Commission Recovery”).  Should full payment be received from the customer within [ninety (90)] days of this Advanced Commission Recovery, any Advanced Commission Recovery shall be paid back in full to the employee.  Upon termination of employment, the employee agrees (i) to return any Invoice Advances, Recoverable Draws, or other advances of then-unearned wages to the Company within ten (10) days of such termination of employment; and (ii) to sign any documents necessary to deduct Invoice Advances, Recoverable Draws, or other advances of unearned wages from the employee’s final paycheck as may be requested by the Company.

3.4 Accelerated Commissions.  An accelerated commission rate, as set forth in the Schedule, will be applied if an employee exceeds his or her quarterly quota set forth in the Schedule.

4. Commission Statements.  Accounting Department will distribute a commission statement each quarter for eligible employees that describes all Invoice Advances, adjustments and all Earned Commission payments made to the employee for that quarter.  It is the responsibility of the employee to report any errors on a commission statement within thirty (30) days of the date of the statement.

5. Assignment Change.  If an employee is assigned to a different territory, customer or position, the employee will receive full quota credit for Invoice Advances and Earned Commission on Invoices generated as a result of the employee’s sales efforts in the former assignment created prior to, but not after, the effective date of such change in territory, customer or position.  Quota credit for sales efforts in the new assignment will be governed by the applicable compensation plan.

6. Termination.  The employee understands that this Plan does not establish employment for any definite term.  The employee and the Company agree that either party may terminate the employment relationship at any time, for any reason, with or without cause and with or without notice.  This at-will employment relationship may only be modified in a written document signed by the employee and the Company’s Chief Executive Officer.

The employee shall not earn any Earned Commissions (as defined in Section 3.2 of this Plan) on any payments received by the Company from customers after thirty (30) days from the employee’s Termination Date.  For purposes of this Plan, the “Termination Date” means the date that: (1) the employee’s employment with the Company terminates for any reason, (2) the employee transfers to a position within the Company that is not eligible to receive compensation under this Plan (i.e., a position where the employee is no longer actively selling), or (3) the employee begins any leave of absence.

Furthermore, the employee will not be paid any Recoverable Draw, Invoice Advance or other unearned wages after the employee’s Termination Date or notification by either the Company or the employee that the employment relationship will terminate, whichever occurs first.

The employee shall not be entitled to any compensation of any kind relating to any sales or potential sales not specifically provided for in this Plan.

7. Amendment and Termination of Plan.  The Company reserves and retains the right to modify, rescind or terminate this Plan in whole or in part, at its sole discretion, and nothing in this Plan limits this right in any way or creates any rights in any employee of future participation in this Plan or any other Plan, or constitutes any guarantee of compensation or employment with the Company.  Further, the Company does not have any obligation under this Plan or otherwise to adopt this or any other compensation plan in the future.  Any modification to this Plan may only be made in a writing signed by the Company’s Chief Executive Officer and such modification shall be effective ten (10) days following written notification to the employee.

8.  Entire Agreement.  This Plan contains the entire understanding between the employee and the Company concerning the terms and conditions described herein.  Any prior understanding, representations or agreements, whether oral or written, are superseded and replaced by this Plan.