EXHIBIT 10.2
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 1,
1997, as amended and restated as of April 27, 1998, as further amended and
restated as of February 1, 2000, as further amended as of March 31, 2001 and as
of April 30, 2001 and as further amended and restated as of July __, 2001, is
between ITXC Corp., a Delaware corporation (the "Company"), and Xxx Xxxxxx (the
"Executive").
WHEREAS, the Executive is the founder of the Company and has served as
Chairman and Chief Executive Officer of the Company since its formation; and
WHEREAS, the Company desires to assure the continuing services of the
Executive, the Executive desires to continue employment with the Company, and
each desires to enter into an agreement to provide for the terms of such
employment set forth herein;
WHEREAS, the Company and the Executive entered into an employment
agreement in September 1997 which was amended and restated in April 1998 and
February 2000 and amended as of March 31, 2001 and as of April 30, 2001 (as
heretofore amended and restated through the date hereof, the "Amended and
Restated Agreement"); and
WHEREAS, the Company and the Executive desire to further amend and
restate the Amended and Restated Agreement,
NOW, THEREFORE, the Company and the Executive, intending for this
Agreement to (a) further amend the Amended and Restated Agreement and (b)
restate the Amended and Restated Agreement in its entirety, hereby agree as
follows:
1. Employment, Duties and Acceptance; Term.
1.1 Employment, Duties. The Company hereby employs the Executive for the Term
(as defined in Section 1.4), to render services to the Company as Chairman and
Chief Executive Officer (reporting directly to the Company's Board of
Directors), and to perform such other duties consistent with such position as
may be assigned to the Executive by the Board of Directors. Notwithstanding the
foregoing, the Company expressly acknowledges and agrees that as the Executive
may, in his sole and absolute discretion, deem appropriate, the Executive may be
a member of the board of directors of corporations other than the Company.
1.2 Acceptance. The Executive hereby accepts such employment and agrees to
render the services described above. During the Term, the Executive agrees to
devote substantially all of the Executive's business time, effort and skill to
promote the interests of the Company, except as may be required as a result of
his membership on the board of directors of another corporation and except for
normal holiday and vacation periods and of periods of illness and incapacity.
The Executive further agrees to accept election, and to serve during all or any
part of the Term, as an
officer or director of any subsidiary of the Company, without any additional
compensation therefor.
1.3 Location. The duties to be performed by the Executive hereunder shall be
performed primarily at the headquarters office of the Company, subject to
reasonable travel requirements on behalf of the Company; the location of such
office shall not be changed outside of a radius of 25 miles from its current
location without the Executive's consent.
1.4 The Term. The term of the Executive's employment under this Agreement (the
"Term") shall commence on the date hereof and shall end on March 31, 2003 (or
such later date to which the Term may be extended by mutual written agreement
between the Company and the Executive), unless earlier terminated as hereinafter
provided.
2. Compensation; Benefits.
2.1 Base Salary.
(a) As compensation for services to be rendered pursuant to this Agreement, the
Company agrees to pay the Executive during the Term a base salary, payable in
accordance with the Company's payment policy for executive officers, at the
annual rates set forth below, less such deductions or amounts to be withheld as
required by applicable law and regulations (the "Base Salary"), plus such
increases as may be implemented from time to time in accordance with this
Section 2.1(a). Any increase in the Base Salary from the annual rates set forth
below shall be implemented by the Company only if approved by the Board of
Directors of the Company (or, if such Board delegates such authority to its
Compensation Committee, by such Compensation Committee) in its discretion. In
the event that the Board (or such Compensation Committee, if applicable), in its
sole discretion, from time to time determines to increase the Base Salary, such
increased amount shall, from and after the effective date of the increase,
constitute "Base Salary" for purposes of this Agreement and shall not thereafter
be reduced except as otherwise contemplated by Section 2.1(b) hereof. The
Executive shall be entitled to annual compensation reviews in which all aspects
of his compensation (including, without limitation, benefits) will be compared
with the compensation (including, without limitation, benefits) of chief
executive officers of similarly situated companies toward the objective of
providing the Executive with appropriate rewards and incentives.
(b) Subject to Section 2.1(a) hereof, for the period from April 1, 2001 through
March 31, 2003, the Base Salary shall be not less than a rate of Three Hundred
Thousand Dollars ($300,000) per year.
2.2 Bonus. In addition to the amounts to be paid to the Executive pursuant to
Section 2.1, the Executive shall be eligible for an annual bonus. The amount of
the annual bonus shall be determined by the Board of Directors of the Company
(or, if such Board delegates such authority to its Compensation Committee, by
such Compensation Committee), in its sole discretion, and shall be based upon
the extent to which the Company has achieved financial goals approved by the
Board of Directors of the Company (or, if such Board delegates such authority to
its Compensation Committee, by such Compensation Committee). In the event that
the Company
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meets such goals, such annual bonus shall equal 100% of the applicable Base
Salary. In the event that the Company fails to meet such goals or exceeds such
goals, the amount of such annual bonus shall be determined by the Board of
Directors of the Company (or, if such Board delegates such authority to its
Compensation Committee, by such Compensation Committee), in accordance with the
guidelines established by the Board of the Directors of the Company (or the
Compensation Committee) with respect to the relationship between bonus payments
and the achievement of targeted goals, as a bonus that is less than (if the
Company fails to meet such goals) or greater than (if the Company exceeds such
goals) 100% of the applicable Base Salary.
2.3 Business Expenses. The Company shall pay or reimburse the Executive for all
expenses actually incurred or paid by the Executive during the Term in the
performance of the Executive's services under this Agreement, upon presentation
of expense statements or vouchers or such other supporting information as the
Company customarily may require of its officers.
2.4 Vacation. During the Term, the Executive shall be entitled to four (4) weeks
paid vacation per year, taken in accordance with the vacation policy of the
Company during each year of the Term.
2.5 Fringe Benefits. The Executive shall be entitled to all benefits for which
the Executive shall be eligible under the Company's 1998 Stock Incentive Plan
(the 1998 Plan") and any qualified pension plan, 401(k) plan, group insurance or
other so-called "fringe" benefit plan which the Company provides to its
employees generally, together with executive medical benefits for the Executive,
as from time to time in effect for executives of the Company generally. Without
limiting the foregoing, concurrent with the execution of this Agreement, the
Company has (x) granted to the Executive an option to purchase 500,000 shares of
the Company's Common Stock, which option (the "Option") shall vest in four equal
annual installments commencing on April 1, 2002 and (y) entered into a stock
option agreement with the Executive with respect to the Option.
3. Termination; Severance. The Executive's employment Term may be earlier
terminated as follows:
3.1 By the Company.
(a) For Cause. The Company may, by majority vote of the Board of Directors of
the Company and written notice to the Executive, terminate his employment for
Cause (as defined below) and, upon such termination, this Agreement shall
terminate and the Executive shall be entitled to receive no further compensation
or benefits hereunder, except any as shall have been accrued to the date of such
termination or as required by law. "Cause" means any of the following: (i) the
willful and continued failure by the Executive to substantially perform any of
his material duties hereunder or to follow the reasonable and lawful orders of
the Board of Directors of the Company, provided the Executive has received
written notice of such failure from the Board of Directors, the Executive has
been given 30 days to cure such failure and the Executive has failed to effect
such cure; (ii) any act of fraud, moral turpitude, misappropriation of material
assets of the Company or similar conduct against the Company; (iii) the
conviction of the Executive for a felony; or (iv) any material breach (other
than an inadvertent and curable breach) of the non-
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competition covenant contained in Section 4 hereof or the confidentiality
covenant contained in Section 5 hereof.
(b) For other than Cause. The Company may at any time, by giving at least sixty
(60) days prior written notice to the Executive, terminate his employment for
any reason. In the event the Company terminates the Executive's employment for
other than Cause, the Executive shall be entitled to receive, in addition to
compensation and other benefits accrued to the date of termination and anything
else the Executive may be entitled to at law or in equity, the severance
payments set forth in Section 3.4 below.
3.2 By the Executive.
(a) For Good Reason. The Executive may at any time by giving at least thirty
(30) days prior written notice to the Company terminate his employment for Good
Reason (as defined below) and, upon such termination, this Agreement shall
terminate and the Executive shall be entitled to receive, in addition to
compensation and other benefits accrued to the date of termination and anything
else the Executive may be entitled to at law or in equity, the severance
payments set forth in Section 3.4 below. "Good Reason" means the Company's
breach of any material provision of this Agreement (including, without
limitation, any failure to pay the compensation or provide the benefits
described in Section 2 hereof or any reduction in the Executive's position or
change in the nature of the Executive's responsibilities from that contemplated
in Section 1.1 hereof or any relocation inconsistent with Section 1.3 hereof);
provided the Company has received written notice of such breach from the
Executive, the Company has been given 30 days to cure such breach and the
Company has failed to effect such cure.
(b) For other than Good Reason. The Executive may at any time, by giving at
least sixty (60) days prior written notice to the Company, resign from the
Company without Good Reason. In the event the Executive terminates his
employment for other than Good Reason, this Agreement shall terminate and the
Executive shall be entitled to receive no further compensation or benefits
hereunder, except (i) any as shall have accrued to the date of such termination,
(ii) any provided by Section 4.2(b) or (iii) as required by law.
3.3 Death; Disability. If the Executive shall die during the Term, the Term
shall terminate and no further compensation or benefits shall be payable
hereunder except any as shall have been accrued to the date of such termination
or as required by law. If during the Term the Executive shall become physically
or mentally disabled, whether totally or partially, such that the Executive is
unable to perform the Executive's services hereunder for a period of one hundred
and fifty (150) consecutive days, or two hundred and ten (210) non-consecutive
days during a period of three hundred and sixty-five (365) days, the Company
shall have the right to terminate this Agreement within sixty (60) days after
the Company ascertains that it has the right to terminate this Agreement, in
which case no further compensation or benefits shall be payable hereunder except
any as shall have been accrued to the date of such termination or as required by
law.
3.4 Severance. In the event this Agreement is terminated (i) by the Company for
other than Cause or (ii) by the Executive for Good Reason, the Executive shall
be entitled to receive his
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salary at the rate in effect immediately prior to such termination (pursuant to
Section 2.1), a bonus equal to 100% of such salary and all other benefits then
afforded to the senior executive officers of the Company, paid at the Company's
option in bi-weekly or monthly installments, for a period of twelve (12) months
after such termination (the "Severance Period"). In addition, in such events,
the Executive shall receive a pro rata portion of the annual bonus (pursuant to
Section 2.2) for the year in which such termination occurs (the "Pro Rata
Bonus"). Within ten (10) days of such termination, the Company shall pay the
Executive the Pro Rata Bonus. In the event that the Company fails to pay (within
five days after receiving written notice of default) any amount required to be
paid to Executive pursuant to this Section 3.4, the Executive shall have no
further obligation to comply with Section 4 hereof; provided, however, that if
the Company fails to make any such payments due to a lack of sufficient
financial resources to make such payments, (i) the Executive shall remain
obligated to comply with Section 4 hereof for a period of ninety days after the
Company first defaults in its obligations under this Section 3.4 (but in no
event for a period expiring after the last day in which Section 4 would be
operative had the Company made all required payments) and (ii) the Executive
shall not solicit any employee of the Company to leave his or her employ with
the Company for a period of twelve months after the termination of Executive's
employment with the Company.
4. Covenant not to Compete.
4.1 Restrictions. The Executive covenants and agrees that he shall not, directly
or indirectly, anywhere within the United States or Canada, (1) become
"Associated With" any "Competing Business" or (2) solicit, sell, call upon or
induce others to solicit, sell or call upon, directly or indirectly, any
customer or prospective customer of the Company for the purpose of inducing any
such customer or prospective customer to purchase, license or lease a product or
service of a Competing Business. Notwithstanding the foregoing, nothing in this
Section 4 shall preclude Executive from becoming "Associated With" an entity
(including, without limitation, any telephone company) that (a) is engaged
predominantly in the business of providing telephony services to retail (and not
wholesale) customers and does not otherwise satisfy the definition of a
"Competing Business" below, or (b) as part of its overall business, engages in
the provision of Internet telephony services to wholesale customers if and only
if (A) Executive's responsibilities in connection with Executive's association
with such entity do not include the provision of such Internet telephony
services and (B) the provision of Internet telephony services to wholesale
customers does not represent a substantial portion of such entity's overall
business activities. For purposes of this Agreement, the following terms shall
have the following meanings:
"Competing Business" means the business of any person, corporation (for profit
or not for profit) or other entity which indirectly or directly provides
Internet telephony services, including without limitation, (i) linking Internet
telephone service providers ("ITSPs") to each other; (ii) providing billing and
settlement services to Internet telephony customers; and/or (iii) connecting
participating ITSPs to telephone numbers using a combination of Internet
providers and traditional telephony for wholesale or retail customers.
"Associated With" means serving as an owner, officer, employee, independent
contractor, agent or a holder of 5% or more of any class of equity securities
of, or as a director, trustee, member,
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consultant or partner of, any person, corporation (for profit or not for profit)
or other entity engaged in a Competing Business.
4.2 Non-compete Period.
(a) The covenant not to compete set forth in Section 4.1 of this Agreement shall
restrict the Executive from the date of this Agreement until the earliest of:
(i) two (2) years following termination of this Agreement by the Company for
Cause; (ii) twelve (12) months following termination of this Agreement by the
Company other than for Cause; (iii) twelve (12) months following the Executive's
resignation with Good Reason prior to the expiration of the Term; (iv) twelve
(12) months following the Executive's resignation without Good Reason prior to
the expiration of the Term; and (v) upon termination of this Agreement, if this
Agreement terminates pursuant to Section 3.3 hereof or upon expiration of the
Term. Notwithstanding anything contained herein to the contrary, the Company
may, at its option, elect to extend the non-compete period set forth in clauses
(ii), (iii) and (iv) above, respectively, for successive periods of six (6)
months each (each such six (6) month period being referred to herein as an
"Extension Period"); provided, however, that no such extension shall be
effective unless the Company provides written notice of such extension to the
Executive at least thirty (30) days prior to the date that the non-compete
period is due to expire; and provided further that in no event shall the
non-compete period (including the initial non-compete period and any Extension
Periods) exceed two (2) years in the aggregate.
(b) In the event that the Company elects to extend the Non-Compete Period
pursuant to Section 4.2(a) above, (a) the Severance Period set forth in Section
3.4 shall continue until the end of the Extension Period and (b) the Company
shall pay the Executive during any Extension Period his salary at the rate in
effect immediately prior to the termination of the Executive's employment
hereunder (pursuant to Section 2.1), a bonus equal to 100% of such salary and
all other benefits then afforded to the senior executive officers of the
Company, paid at the Company's option in bi-weekly or monthly installments.
4.3 Construction. If any of the covenants contained in Sections 4.1 or 4.2, or
any part thereof, hereafter are construed to be invalid or unenforceable, the
same shall not affect the remainder of the covenant or covenants, which shall be
given full effect, without regard to the invalid portions.
4.4 Unenforceable. If any of the covenants contained in Sections 4.1, 4.2 or 5,
or any part thereof, are held to be unenforceable because of the duration of
such provision or the area covered thereby, the parties agree that the court
making such determination shall have the power to reduce the duration and/or
area of such provision to the maximum extent possible and, in its reduced form,
said provision shall then be enforceable.
4.5 Jurisdiction. The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 4.1 and 4.2 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold such covenants wholly
unenforceable by reason of the breadth of such covenants or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the Company's right to the relief provided above in the courts of any
other states within the
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geographical scope of such covenants as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
being for this purpose severable into diverse and independent covenants.
4.6. Expenses. In the event that any action, suit or other proceeding in law or
in equity is brought to enforce the covenants contained in Sections 4.1 and 4.2
or to obtain money damages for the breach thereof, and such action results in
the award of a judgment for money damages or in the granting of any injunction
in favor of the Company, all expenses (including reasonable attorneys' fees) of
the Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the Executive. In the event the Company fails to obtain a
judgment for money damages or an injunction in favor of the Company, all
expenses (including reasonable attorneys' fees) of the Executive in such action,
suit or other proceeding shall (on demand of the Executive) be paid by the
Company.
5. Confidential Information and Materials.
5.1 "Confidential Information" means any information including without
limitation plans, specifications, drawings, sketches, models, samples, data,
computer programs, documentation, reports, accountings, and other technical
and/or business information, that can be communicated by any means whatsoever,
including without limitation oral, visual, written and electronic transmission,
that relates to the Company's current or future business, products, services or
development including, without limitation:
(i) products and services, including without limitation existing hardware and
software products and hardware and software in various stages of research and
development;
(ii) business policies, practices, and customer and supplier lists and
information pertaining to customers and suppliers; and
(iii) information received from others that the Company is obligated to treat as
confidential or proprietary.
Confidential Information shall also include any materials that relate to,
pertain to, record or embody any of the foregoing.
5.2 "Confidential Information" shall not include information which would
otherwise fit the definition of Confidential Information above if Executive can
conclusively establish to the Company that such information has:
(i) entered or was in the public domain other than due to the breach by
Executive or another, by act or omission, of any obligation owed to the Company;
(ii) become demonstrably known to Executive prior to the Company's disclosure of
such information to Executive; or
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(iii) become demonstrably known by or available to Executive from a source other
than the Company subsequent to the disclosure by the Company of such information
to Executive, without any breach - by act or omission - of any obligation of
confidentiality owed to the Company, as evidenced by written documents received
by Executive.
5.3. Executive acknowledges that (1) the Confidential Information has been or
will be developed at considerable time, expense and effort by or on behalf of
the Company, (2) the Confidential Information is or likely will be unique and
constitute valuable property of the Company, (3) the Confidential Information
provides or likely will provide the Company with a valuable competitive
advantage, (4) the Confidential Information has been or will be owned by or on
behalf of the Company or disclosed to the Company by third parties with an
expectation of confidentiality and (5) Executive shall not have any ownership or
other proprietary interest in any Confidential Information, notwithstanding that
it may be necessary for the Company to disclose some or all of the Confidential
Information to Executive in confidence in order for Executive to perform his
duties for the Company.
5.4 With respect to Confidential Information:
5.4.1Executive shall use the Confidential Information only in the performance of
his duties to the Company, and shall not use or permit to be used any
Confidential Information at any time (whether during or after his employment)
for personal benefit, for the benefit of any other individual, firm, corporation
or other entity, or in any manner adverse to the Company's interests; and
5.4.2Executive shall not disclose or permit to be disclosed any Confidential
Information at any time (whether during or after his employment) except to
authorized personnel of the Company, unless (x) the Company (or other owner of
the Confidential Information) consents in advance in writing or (y) such
Confidential Information is required to be disclosed by any court or
governmental agency, or (z) the Confidential Information is required to be
disclosed in connection with the hearing of any dispute between the parties,
provided that in the case of any disclosure pursuant to clause (y) or (z),
Executive shall provide to the Company advance written notice of the proposed
disclosure and the Company shall be entitled to seek an appropriate protective
order to prevent the disclosure or to otherwise preserve confidentiality.
5.5 Executive shall take all reasonable security precautions, at least as great
as the precautions Executive takes to protect Executive's own confidential
information, to maintain the confidentiality of the Confidential Information.
5.6 Executive shall notify the Company immediately upon discovery of any
unauthorized disclosure or use of Confidential Information, whether by Executive
or others, or any other breach of this Agreement by Executive, and shall
cooperate with the Company in every reasonable way to help the Company regain
possession of the Confidential Information and prevent further disclosure and/or
unauthorized use.
5.7 Confidential Information may be reproduced, summarized or otherwise copied
only for the performance of Executive's duties to the Company. Executive shall
segregate all materials that
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comprise, relate to, pertain to, record or embody any Confidential Information
from the confidential materials of others in order to prevent commingling.
5.8 Executive shall return all originals, copies, reproductions and summaries of
Confidential Information upon any termination of Executive's employment with the
Company and also upon the Company's request.
5.9 All Confidential Information is and shall remain the property of the
Company. It is expressly agreed and understood that by disclosing information to
Executive, the Company does not grant any express or implied right to Executive
under any of the Company's patents, copyrights, service marks or trademarks.
6. Intellectual Property.
6.1 The Executive agrees that all patents, patent rights, copyrights or any
pending applications for registration thereof (if registered) relating to the
Company's business of providing Internet protocol telephony services and
operation of gateways, including, without limitation, computer programs and all
related material, licenses, inventions, research records, trade secrets,
processes, procedures, designs, engineering specifications and drawings and
analyses (collectively, "Intellectual Property") developed, invented or made by
him during the Term shall belong to the Company; provided that such Intellectual
Property was the result of the Executive's work with the Company or any of its
subsidiaries or affiliates during the Term.
6.2 If any Intellectual Property is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within
three (3) months after the termination of the Executive's employment by the
Company, it is to be presumed that the Intellectual Property was developed,
invented or made during the Term.
7. Indemnification. The Company shall indemnity the Executive, to the maximum
extent permitted by applicable law and except for any willful act, omission or
gross negligence, against all claims, liabilities, damages, losses, costs,
charges and expenses (including, without limitation, reasonable legal fees and
expenses) incurred, suffered or sustained by the Executive in connection with
any pending or threatened action, suit or proceeding to which the Executive may
be made a party by reason of the Executive's being an officer, director or
employee of the Company or of any subsidiary or affiliate of the Company. The
right of indemnification herein provided shall not be deemed a waiver of any of
the rights to which the Executive may be entitled as a matter of law and any
rights of indemnity under any insurance policy carried by the Company.
8. Notices. All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the date mailed), as follows (or to such
other address as either party shall designate by notice in writing to the other
in accordance herewith):
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If to the Company, to:
ITXC Corp. 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Chief
Financial Officer
If to the Executive, to:
Xxx Xxxxxx
9. General.
9.1 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed entirely in New Jersey.
9.2 Section Headings. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
9.3 Assignability. This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may not assign its
rights, together with its obligations, hereunder without the express written
consent of the Executive.
9.4 Subsidiaries and Affiliates. As used herein, the term "subsidiary" shall
mean any corporation or other business entity controlled directly or indirectly
by the corporation or other business entity in question, and the term
"affiliate" shall mean and include any corporation or other business entity
directly or indirectly controlling, controlled by or under common control with
the corporation or other business entity in question.
9.5 Amendments. This Agreement may be amended, modified, superseded, canceled,
renewed or extended and the terms or covenants hereof may be waived, only by a
written instrument executed by both of the parties hereto, or in the case of a
waiver, by the party waiving compliance. The failure of either party at any time
or times to require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver by either party
of the breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement.
9.6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and enforceable against the parties
actually executing such counterpart, and all of which together shall constitute
one and the same instrument
9.7 Further Assurances. Each of the parties hereto shall, from time to time,
upon the request of the other party hereto, duly execute, acknowledge and
deliver or cause to be duly executed, acknowledged and delivered, all such
further instruments and documents reasonably requested by the other party to
further effectuate the intent and purposes of this Agreement.
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9.8 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ITXC CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Executive Vice President
Executive:
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
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