eGlobe Inc. Contracts
Sample Business Contracts
Employment Agreement - Executive TeleCard SA and Edward J. Gerrity Jr.
Employment Forms
- Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
- Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
- Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
- Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
- Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement"), dated as of March 15, 1995, between
EXECUTIVE TELECARD, S.A., a Turks & Caicos corporation with offices at
4260 East Evans Avenue, Denver, Colorado 80222 (hereinafter called the
"Company"), and EDWARD J. GERRITY, JR., residing at
(hereinafter called "Employee").
WHEREAS, the services of Employee, his experience and knowledge of the
affairs of the Company and his reputation and contacts in the industry are
extremely valuable to the Company; and
WHEREAS, the Company desires to obtain the benefits of his knowledge,
experience, reputation, and contacts for a period of two (2) years and is
willing to offer Employee an incentive to do so; and
WHEREAS, Employee is willing to accept employment with the Company upon
the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein, the parties to this Agreement agree as follows:
1. EMPLOYMENT TERM
The Company hereby employs Employee, and Employee hereby accepts
employment by the Company, on the terms and conditions herein
contained, for a period of two (2) years commencing on March 15, 1995
and continuing through March 14, 1997 (the "Employment Term").
Company has the right to extend the employment of Employee, subject
to acceptance by Employee, for an additional period as agreed by the
parties in writing prior to the termination of this Employment
Agreement.
2. ACCEPTANCE OF THIS EMPLOYMENT AGREEMENT
Should Employee accept this Agreement as evidence by his signature
thereupon, and Company subsequently withdraws its offer within thirty
days following commencement of the Employment Term, regardless of the
reason for the withdrawal, Employee shall receive a lump sum
compensation of One Hundred Twenty Thousand Dollars (US $120,000.00)
plus 41,257 unrestricted registered shares of the common stock of the
Company in lieu of all stock options which have heretofore been
granted to Employee by the Company.
3. EMPLOYEE'S DUTIES
3.1 Duties
During the Employment Term, and any extension thereof, Employee shall
have the responsibility to solicit and negotiate, subject to approval
by the Board of Directors, Revenue Sharing and Enhancement Agreements
with foreign postal, telegraph and telephone authorities or
companies.
3.2 Other Employment
Employee shall provide employment services to the Company during the
term of this Agreement as reasonably requested by the Company.
Nothing contained herein, however, shall prevent Employee from
accepting other employment.
3.3 Travel
Employee shall not, without his consent, be required to travel for a
period greater than fourteen (14) days per calendar month during the
Employment Term.
4. COMPENSATION AND EXPENSES
4.1 Salary
As salary for his services and covenants herein described, the
Company will pay Employee, a salary (the "Salary") during the
Employment Term of One Hundred Thousand Dollars (US $100,000.00) per
annum, payable as follows:
a. the sum of Fifty Thousand Dollars ($50,000.00) payable within
five (5) business days of execution of this Agreement;
b. the sum of Fifty Thousand Dollars ($50,000.00) payable in equal
weekly installments during the first year of the Employment
Term;
c. the sum of One Hundred Thousand Dollars ($100,000.00) payable in
equal weekly installments during the second year of the
Employment Term.
4.2 Business Expenses
The Company will reimburse Employee for all reasonable expenses
properly incurred by him in the performance of his duties hereunder,
upon presentation of properly itemized charges, receipts and/or
similar documentation, and otherwise in accordance with policies
established from time to time by the Board of Directors of the
Company. Employee's spouse will be permitted to accompany Employee
on four trips per year and Employee will be reimbursed by Company for
the expense of his spouse's accompaniment, including travel, meals
and accommodations. Employee shall be reimbursed for the initiation
fees and membership dues for one private country club located in
Westchester County, New York and the monthly minimum charges, food,
beverage and entertainment expenses incurred by Employee in
connection with carrying out the purposes of this Agreement.
4.3 Automobile Lease
The Company will negotiate separately reimbursement of Employee's
business related automobile expenses.
4.4 Stock Participation
Employee will be granted stock options to purchase shares of the
Company in an amount equal to the greater of any stock options
granted to the Executive Vice President and/or a director of the
Company under any stock option plan in effect during the Employment
Term and under the same terms and conditions as are provided for
other officers or directors of the Company in the plan.
4.5 Relocation of Employee
Company agrees that without Employee's written consent, Employee
shall not be relocated and shall continue to have his office in New
York. To the extent that Employee consents to a relocation, Company
agrees to reimburse Employee for the cost of such relocation of
Employee and Employee's spouse and all personal property from New
York to Employee's new location. Company further agrees to reimburse
Employee for all temporary living expenses, up to a maximum of four
(4) weeks, until Employee has completed the purchase of and occupied
a new residence near Employee's new work location with Company.
5. BENEFITS
5.1 Insurance and Retirement
During the Employment Term, Employee shall be entitled to participate
in any welfare and benefit plans (including, but not limited to, any
insurance, major medical, health, dental and pension or other
retirement plans) established by the Company from time to time for
the general and overall benefit of upper level executives of the
Company.
5.2 Vacation
Employee shall be entitled to all paid holidays and personal days as
available to other employees of the Company, and, in addition, to
vacation time of three (3) weeks per annum, which vacation and/or
personal day(s) shall be taken by him at such time or times as are
consistent with the needs of the business of the Company. Unused
vacations and/or personal day(s) during each year of the Employment
Term shall be carried over from year to year as necessary due to the
exigencies of the business, and Employee shall be compensated for any
unused time.
5.3 Indemnification
Employee shall be indemnified by the Company to the fullest extent
provided under any indemnification provision contained in the By-Laws
and/or Certificate of Incorporation presently in existence, or, to
the extent that the scope of such indemnification is greater, under
any amendments to the By-Laws and/or Certificate of Incorporation.
To the extent that the Company obtains indemnification insurance for
its officers and/or directors, such insurance shall also cover
Employee to the same extent.
6. EMPLOYEE'S DEATH OR DISABILITY
If Employee dies or becomes disabled during the term of his
employment, Company will pay to Employee or Employee's estate any
compensation due him up to the end of the Employment Term, plus
registered and unrestricted shares of the common stock of the Company
equal to the number of stock options granted but unexercised by
Employee at the time of consultant's death or disability. Delivery of
the shares shall be in lieu of all stock options held by Employee.
7. TERMINATION, RIGHTS AND OBLIGATIONS, RENEWAL
7.1 Termination
The Employment Term shall cease and terminate upon the earliest to
occur of the following events specified below:
a. The expiration of the Employment Term without renewal pursuant
to clause 1 hereof.
b. The voluntary departure of Employee from the employ of the
Company.
7.2 Renewal
The Company and Employee may renew or extend the term of Employee's
employment upon such terms as shall be mutually acceptable.
8. ASSIGNMENT
This Agreement and any rights (including Employee's Compensation)
hereunder shall not be assigned, pledged or transferred in any way by
either party hereto except that the Company shall have, with
Employee's consent, the right to assign its rights hereunder to any
successor in interest of the Company whether by merger,
consolidation, purchase of assets or stock or otherwise. Any
attempted assignment, pledge, transfer or other disposition of this
Agreement or any rights, interests or benefits contrary to the
foregoing provisions shall be null and void.
9. NOTICES
All notices, requests, demands and other communications hereunder
must be in writing and shall be deemed to have been duly given if
delivered by hand, sent by facsimile (if to Company) or mailed within
the continental United States by first class, registered mail, return
receipt requested, postage and registry fees prepaid, the applicable
party and addressed as follows:
(i) if to Company: Executive TeleCard, S.A.
4260 East Evans Avenue
Denver, Colorado 80222
Facsimile: (303) 692-0965
(ii) if to Employee: Edward J. Gerrity, Jr.
[Address]
10. SEVERABILITY
If any provision of this Agreement shall, for any reason, be adjudged
by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate
the remainder of this Agreement but shall be confined in its
operation to the jurisdiction in which made and to the provisions of
this Agreement directly involved in the controversy in which said
judgment shall have been rendered.
11. WAIVER
No course of dealing and no delay on the part of any party hereto in
exercising any right, power, or remedy under or relating to this
Agreement shall operate as a waiver thereof or otherwise prejudice
such party's rights, powers and remedies. No single or partial
exercise of any rights, powers or remedies under or relating to this
Agreement shall preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.
12. ENTIRE AGREEMENT/GOVERNING LAW
This Agreement embodies the entire understanding and supersedes all
other oral or written agreements or understandings between the
parties regarding the subject matter hereof. No change, alteration,
or modification hereof may be made except in writing signed by both
parties thereto. This Agreement shall be construed and governed in
all respects and shall at all times be determined in accordance with
the laws of the State of New York. The parties consent to the
exclusive jurisdiction of the appropriate court in New York state as
to any controversy arising out of execution of this Agreement or the
terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, consisting of four (4) pages, on this 15th day of March, 1995.
EXECUTIVE TELECARD, S.A.
/s/John Gitlin By:/s/Robert N. Schuck
Witness Its:
/s/Edward J. Gerrity, Jr.
Witness Edward J. Gerrity, Jr.
<PAGE>
TERMINATION AGREEMENT
This AGREEMENT ("Agreement"), dated August 31, 1995, by and between
Executive TeleCard, S.A., a Turks & Caicos corporation (the "Company"),
and Edward J. Gerrity (the "Employee").
WHEREAS, the services of Executive, his representation of the Company
and contacts are extremely valuable to the Company and Company recognizes
the valuable services that Executive can continue to render to the
Company; and
WHEREAS, Executive is willing to continue to serve the Company but
desires assurances that in the event of any change in control of Company
he will continue to have the responsibility and status he has earned;
NOW THEREFORE, in consideration of the promises and the mutual
agreements herein contained, Company and Executive hereby agree as
follows:
1. Term.
This Agreement shall terminate the later of two years from the
date of this Agreement or two years from the effective date in a Change in
Control of the Company or a Change in Control of Executive TeleCard, Ltd.
("EXTL").
2. Change in Control.
No benefits shall be payable under this Agreement unless and
until (a) there shall have been a Change in Control of the Company or a
Change in Control of EXTL, while the Executive is still an Executive of
the Company and (b) the Executive's employment by the Company thereafter
shall have been terminated in accordance with Section 3 below. For
purposes of this Agreement, a Change in Control of the Company and/or EXTL
shall be deemed to have occurred if (i) there shall be consummated (x) any
consolidation or merger of the Company or EXTL in which the Company or
EXTL is not the continuing or surviving corporation or pursuant to which
shares of the Company's or EXTL's Common Stock would be converted into
cash, securities or other property, other than a merger of the Company or
EXTL in which the holders of the Company's or EXTL's Common Stock
immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger, or
(y) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the
assets of the Company or EXTL, or (ii) the stockholders of the Company or
EXTL approved any plan or proposal for the liquidation or dissolution of
the Company or EXTL, or (iii) any person (as such term is used in Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), shall become the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of 20% or more of the Company's or
EXTL's outstanding Common Stock, or (iv) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the entire Board of Directors of either the Company or EXTL
shall cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by the Company's or EXTL's
stockholders, of each new director was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the
beginning of the period.
3. Termination Following Change in Control.
(a) If a Change in Control of the Company or EXTL shall have
occurred while the Executive is still an Executive of the Company, the
Executive shall be entitled to the benefits provided in Section 4 below
upon the subsequent termination of the Executive's employment with the
Company by the Executive for Good Reason (as defined in Section 3 (c)
below) or by the Company unless such termination is a result of (i) the
Executive's death; or (ii) the Executive's termination by the Company for
Cause (as defined in Section 3(b) below).;
(b) Cause: For purposes of this Agreement only, the Company
shall have "Cause" to terminate the Executive's employment hereunder only
on the basis of material fraud or a criminal conviction involving moral
turpitude or arising from an act of the Executive that is directly
contrary to the Company's interest. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-
quarters of the entire membership of the Company's Board of Directors at a
meeting of the Board called and held for that purpose (after reasonable
notice to the Executive and an opportunity for the Executive, together
with the Executive's counsel, to be heard before the Board), finding that
in the good faith opinion of the Board the Executive was guilty of the
conduct set forth in the first sentence of this Section 3(b) and
specifying the particulars thereof in detail, and an opinion of counsel
for the Company confirming that the opinion of the Board has a substantial
basis in fact and in law.
(c) Good Reason. For purpose of this Agreement "Good Reason"
shall mean any of the following (without the Executive's express written
consent):
(i) The assignment to the Executive by the Company of
duties inconsistent with the Executive's position, duties,
responsibilities and status with the Company immediately prior to a
Change in Control of the Company or EXTL, or a change in the
Executive's titles or offices then in effect immediately prior to the
Change in Control of the Company or EXTL, or any removal of the
Executive from or any failure to reelect or reappoint the Executive
to any such positions;
(ii) a reduction by the Company in the Executive's base
salary in effect on the date hereof or as the same may be increased
from time to time during the term of this Agreement or the Company's
failure to increase (within 12 months of the Executive's last
increase in base salary) the Executive's base salary after a Change
in Control of the Company or EXTL in an amount which at least equals,
on a percentage basis, the average percentage increase in base salary
for officers of the Company effected in the preceding 12 months;
(iii) any failure by the Company to continue in effect any
benefit plan, program or arrangement in which the Executive and/or
eligible family members are participating at the time of a Change in
Control of the Company or EXTL and any other plans or fringe benefits
providing the Executive with substantially similar benefits
(hereinafter referred to as "Benefit Plans"), or the taking of any
action by the Company which would adversely affect the Executive's
and/or Executive's eligible family members participation in or
materially reduce the Executive's and/or Executive's eligible family
member's benefits under any such Benefit Plan or deprive the
Executive and/or any eligible family member of any material fringe
benefit enjoyed by the Executive at the time of a Change in Control
of the Company or EXTL;
(iv) any failure by the Company to continue in effect any
incentive plan or arrangement in which the Executive is participating
at the time of a Change in Control of the Company or EXTL (or any
other plans or arrangements providing him with substantially similar
benefits) (hereinafter referred to as "Incentive Plans") or the
taking of any action by the Company which would adversely affect the
Executive's participation in any such Incentive Plan or reduce the
Executive's benefits under any such Incentive Plan;
(v) any failure by the Company to continue in effect any
plan or arrangement to receive securities of the Company (including,
without limitation, the Company's existing Stock Option Plan, or any
future Stock Option Plan through the term of Executive's employment
and any other plan or arrangement to receive and exercise stock
options, stock appreciation rights, restricted stock or grants
thereof) in which the Executive is participating at the time of a
Change in Control of the Company or EXTL (or plans or arrangements
providing him with substantially similar benefits) (hereinafter
referred to as "Securities Plans") or the taking of any action by the
Company which would adversely affect the Executive's participation in
or materially reduce the Executive's benefits under any such
Securities Plan;
(vi) a relocation of Executive's offices to a location
greater then twenty-five miles from the Executive's office as of the
effective date of Change in Control, or the Executive's relocation to
any place other than the location at which the Executive performed
the Executive's duties prior to a Change in Control of the Company or
EXTL, except for required travel by the Executive on the Company's
business to an extent substantially consistent with the Executive's
business travel obligations at the time of a Change in Control of the
Company or EXTL;
(vii) any failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is
entitled at the time of a Change in Control of the Company;
(viii) any material breach by the Company of any provision
of this Agreement;
(ix) any failure by the Company to obtain the assumption
of this Agreement by any successor or assign of the Company; or
(x) any purported termination of the Executive's
employment which is not effected pursuant to the Notice of
Termination satisfying the requirements of Section 3(d), and for
purposes of this Agreement, no such purported termination shall be
effective.
(xi) Executive's voluntary resignation for any reason
within six (6) months from the effective date of Change in Control of
the Company or EXTL;
(d) Notice of Termination by the Company. Any termination by
the Company pursuant to Section 3(b) shall be communicated by a Notice of
Termination. For purposes of this Agreement a "Notice of Termination"
shall mean a written notice which shall indicate those specific
termination provisions in this Agreement relied upon and which sets forth
in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. For the purposes of this Agreement, no such purported
termination by the Company shall be effective without such Notice of
Termination.
(e) Date of Termination. "Date of Termination" shall mean if
the Executive's employment is terminated by Executive or by the Company
for any reason, the date on which a Notice of Termination is given;
provided that if within 30 days after any Notice of Termination is given
to the Executive by the Company, the Executive notifies the Company that a
dispute exists concerning the termination, the Date of Termination shall
be the date the dispute is finally determined, whether by mutual agreement
by the parties or upon final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and
no appeal having been perfected).
4. Severance Compensation upon Termination of Employment.
If the Company shall terminate the Executive's employment other
than pursuant to Section 3(b) or if the Executive shall terminate his
employment for Good Reason, then the Company shall pay to the Executive as
severance pay the following compensation:
(a) On the fifth day following termination, in a lump sum, in
cash, an amount equal to three times the average of the aggregate of the
annual compensation paid by the Company to the Executive during the term
of his employment preceding the Change in Control of the Company or EXTL;
provided, however, that if the lump sum severance payment under this
Section 4, either alone or together with other payments which the
Executive has the right to receive from the Company, would constitute a
"parachute payment" (as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), such lump sum severance payment
shall be reduced to the largest amount as will result in no portion of the
lump sum severance payment under this Section 4 being subject to the
excise tax imposed by Section 4999 of the Code. The determination of any
reduction in the lump sum severance payment under this Section 4 pursuant
to the foregoing provision shall be made by the Executive in good faith,
and such determination shall be conclusive and binding on the Company;
(b) To the extent Executive and the Executive's eligible family
members are eligible they shall continue to be covered by all noncash
benefit plans of the Company or any successor plans or programs in effect
on the date of acquisition of control, for twenty-four months thereafter.
In the event Executive and participating family members are ineligible
under the terms of such plans to continue to be so covered, Company shall
provide substantially equivalent coverage from other sources;
(c) At no cost to Executive, the number of unrestricted shares
of the common stock of Executive TeleCard, Ltd. equal to the total number
of outstanding stock options held by Executive on the fifth day following
termination or in lieu thereof Executive may elect to surrender to Company
his rights in such outstanding stock options (whether or not then
exercisable) then held by Executive, and, upon such surrender, Company
shall pay to Executive an amount in cash per share, which is the greater
of the average price per share paid in connection with the acquisition of
control of Executive TeleCard, Ltd. if such control was acquired by the
payment of cash or the then fair market value per option share of the
consideration paid for such shares if such control was acquired for
consideration other than cash, or the price per share paid in connection
with any tender offer for shares of Executive TeleCard, Ltd. common stock
leading to control, or the mean between the high and low selling price of
such stock on the Nasdaq National Market or other market on which
Executive TeleCard, Ltd. stock is then traded on the date of Executive's
termination.
5. No Obligation to Mitigate Damages; No Effect on Other
Contractual Rights; No Right of Set-Off.
(a) Executive's benefits hereunder shall be considered
severance pay in consideration of his past service and pay and
consideration of his continued service from the date hereof and his
entitlement thereto shall not be governed by any duty to mitigate his
damages by seeking further employment nor offset by any compensation which
he may receive from future employment.
(b) The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or in any
way diminish the Executive's or the Executive's eligible family members'
existing rights, or rights which would accrue solely as a result of the
passage of time, under any Benefit Plan, Incentive Plan or Securities
Plan, employment agreement or other contract, plan or arrangement.
(c) The Company shall have no right of set-off or counterclaim
in respect of any claim, debt or obligation against any payments to
Executive, his dependents, beneficiaries, or estate provided for in this
Agreement.
6. Successor to the Company.
(a) The Company and EXTL will require any successor or assign
(whether direct or indirect, by purchase merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory to the
Executive, expressly, absolutely and unconditionally to assume and agree
to perform this Agreement in the same manner and to the same extent that
the Company and EXTL would be required to perform it if no such succession
or assignment had taken place. Any failure by the Company or EXTL to
obtain such agreement prior to the effectiveness of any such succession or
assignment shall be a material breach of this Agreement and shall entitle
the Executive to terminate the Executive's employment for Good Reason. As
used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor or assign to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this
Section 6 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. If at any time during the term of
this Agreement the Executive is employed by any corporation a majority of
the voting securities of which is then owned by the Company, "Company" as
used in this Agreement shall in addition include such employer. In such
event, the Company agrees that it shall pay or shall cause such employer
to pay any amounts owed to the Executive pursuant to Section 4 hereof.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amounts are still payable
to him hereunder, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee or other designee or, if there be no such
designee, to the Executive's estate.
7. Notice.
For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt registered, postage prepaid as
follows:
If to the Company: Executive TeleCard, S.A.
MacLaw House, Duke Street
Grand Turk, Turks & Caicos Island, B.W.I.
If to Executive: Edward J. Gerrity
[Address]
or such other address as either of the parties may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
8. Miscellaneous.
No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and the Company. No waiver by any party
hereto at any time of any breach by another party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by any party which are
not set forth expressly in this Agreement. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.
9. Validity.
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other
provision of this Agreement, which shall remain in full force and effect.
10. Counterparts.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
11. Legal Fees and Expenses.
In the event that the Company terminates or seeks to terminate
Executive and Executive disputes such termination or attempted termination
and prevails and, or Executive elects to terminate his service hereunder
for Good Reason and the Company disputes its obligation to pay Executive
the benefits provided for under Section 4 of this Agreement and Executive
prevails, the Company shall pay or reimburse Executive for all reasonable
costs incurred by Executive in such dispute, including attorney's fees and
costs.
12. Entire Agreement/Governing Law
This Agreement embodies the entire understanding and supersedes
all other oral or written agreements or understandings, between the
parties regarding the subject matter hereof. No change, alteration or
modification hereof may be made except in writing signed by both parties
hereto. This Agreement shall be construed and governed in all respect and
shall at all times be determined in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement, consisting of eight (8) pages, on this 31st day
of August, 1995.
EXECUTIVE TELECARD, S.A.
/s/ By:/s/Anthony Balinger
Witness Its: Chief Operating Officer
/s/John Gitlin By:/s/Edward J. Gerrity, Jr.
Witness Edward J. Gerrity, Jr.
GUARANTY
For valuable consideration and to induce Executive to enter into the
within Agreement with the Company, the undersigned hereby unconditionally
guarantees to Executive, his heirs and assigns, full, prompt and complete
performance by the Company of all of the provisions, conditions, covenants
and agreements contained in the within Agreement and does hereby waive all
notice of default by the Company, notice of the acceptance of this
Guaranty by Executive and consents to any extension of time that may be
given by Executive to the Company of time of payment and performance.
This guaranty is an absolute, continuing and unlimited guarantee of
payment and performance.
IN WITNESS WHEREOF, Guarantor has signed this guaranty on August 31, 1995.
EXECUTIVE TELECARD, S.A.
/s/ By:/s/Anthony Balinger
Witness Its: