This Employment Agreement (the “Agreement”), dated as of March 26, 2004 is by and between Teleglobe Bermuda Holdings Ltd (the “Company”) and Richard Willett (the “Executive”).
WHEREAS, prior to the consummation of the merger contemplated pursuant to the Agreement and Plan of Merger among Teleglobe International Holdings, Ltd. (“TIHL”), VEX Merger Subsidiary Corp. (“VEX”) and ITXC Corp. (“ITXC”), dated as of November 4, 2003 (the “Merger Agreement”), all of TIHL’s assets will be transferred to and held by the Company;
WHEREAS, the Executive is entering into an amended and restated employment agreement with Teleglobe Canada ULC (“Teleglobe Canada”), an affiliate of the Company, to provide services to Teleglobe Canada;
WHEREAS, in connection with the consummation of the merger of VEX and ITXC, the Executive is being appointed as Chief Financial Officer of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement with respect to the services to be provided by the Executive to the Company.
NOW, THEREFORE, in consideration of the promises in this Agreement, the mutuality and sufficiency of which are hereby acknowledged, the parties agree as follows:
1) Term. Unless terminated earlier in accordance with Section 6 hereof, the term of the Agreement and the employment relationship hereunder shall commence as of the Effective Time (as defined under the Merger Agreement) and will continue until February 2, 2006 (the “Initial Term”); provided, however, the Term shall be automatically extended for additional one (1) year periods commencing at the end of the Initial Term and on each anniversary date thereafter (each, an “Extended Term”), unless and until either party provides a non-renewal notice to the other party not less than thirty (30) days before the expiration of the Initial Term or Extended Term, such that such termination of the Agreement shall be effective as of the end of the Initial Term or Extended Term, as the case may be. For the purposes of this Agreement, “Term” shall include the Initial Term and the Extended Term.
2) Duties. The Company shall employ the Executive effective as of the Effective Time to render, subject to the last sentence of this Section 2, services to the Company. The Executive will serve in the capacity of Chief Financial Officer of the Company and shall report to the Chief Executive Officer of the Company (the “CEO”). The Executive will perform such executive duties related to the Company as may be assigned to him from time to time by the CEO consistent with the Executive’s position as Chief Financial Officer of the Company, including, but not limited to, the following, subject, in each case to the determinations of the Board in the exercise of its fiduciary duties:
(i) Approval of the Company’s medium and long-term business plans;
(ii) Approval of the Company’s financial statements and filings submitted to the United States Securities and Exchange Commission;
(iii) Approval of the Company’s budget;
(iv) Annual review of the Company’s dividend policy;
(v) Review and approval of the Company’s employment agreements, compensation plans, performance criteria and equity compensation provided to senior management;
(vi) Review of performance of the Company’s senior management;
(vii) Approval of major capital expenditure plans;
(viii) Approval of material contracts involving Teleglobe International Holdings Ltd or Teleglobe Bermuda Holdings Ltd;
(ix) Ensuring the execution of resolutions adopted at Company shareholder meetings;
(x) Approval of significant corporate matters, including, but not limited to, acquisitions;
(xi) Approval of major financing arrangements;
(xii) Management of Company shareholder meetings and similar meetings and assist in the preparation of documentation of such meetings (with related reports); and
(xiii) Communicate with the Company’s Audit Committee on matters including:
a. Selection, compensation and oversight of external auditor;
b. Reviewing material written correspondence between auditors and management;