EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of April 7, 1997 by and between WorldPort Communications, Inc. a
Delaware Corporation ("WorldPort" or the "Company"), and Mr. W. Xxxx Xxxxx
(hereinafter referred to as the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to have the benefit of the Executive's
efforts and services;
WHEREAS, the Executive is willing to commit himself to serve the
Company, on the terms and conditions herein provided; and
WHEREAS, in order to effect the foregoing, the Company and the
Executive wish to enter into an employment agreement on the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Accrued Benefits" shall mean the amount payable not later
than ten (10) days following an applicable Termination Date, which
shall be equal to the sum of the following amounts:
(i) All salary earned or accrued through the
Termination Date;
(ii) Reimbursement for any and all monies advanced in
connection with the Executive's employment for reasonable and
necessary expenses incurred by the Executive through the
Termination Date;
(iii) Any and all other cash benefits previously
earned through the Termination Date and deferred at the
election of the Executive or pursuant to any deferred
compensation plans then in effect;
(iv) All other payments and benefits to which the
Executive may be entitled under the terms of any benefit plan
of the Company or otherwise, including, but not limited to,
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any bonus declared by the Board, any compensation for earned,
but unused, vacation days, and any unpaid automobile
allowance.
(b) "Affiliate" shall have the same meaning as given to that
term in Rule 12b-2 of Regulation 12B promulgated under the Securities
Exchange Act of 1934, as amended.
(c) "Board" shall mean the Board of Directors of the Company
(d) "Disability" shall mean a physical or mental condition
whereby the Executive is unable to perform on a full-time, continuous
basis the customary duties of the Executive under this Agreement.
(e) "Notice of Termination" shall mean the notice described
in Section 9 hereof;
(f) "Termination Date" shall mean, except as otherwise
provided in Section 8 hereof,
(i) The Executive's date of death;
(ii) Thirty (30) days after the delivery of the
Notice of Termination terminating the Executive's employment
on account of Disability pursuant to Subsection 8(b) hereof,
unless the Executive returns on a full-time basis to the
performance of Executive's duties prior to the expiration of
such period;
(iii) Thirty (30) days after the delivery of the
Notice of Termination if the Executive's employment is
terminated by the Executive voluntarily; and
(iv) Fifteen (15) days after the delivery of the
Notice of Termination, if the Executive's employment is
terminated by the Company for any reason other than death or
Disability.
2. EMPLOYMENT.
The Company hereby agrees to employ the Executive and the
Executive hereby agrees to serve the Company, on the terms and conditions set
forth herein.
3. TERM.
The Company's employment of the Executive under the provisions of this
Agreement shall commence on the effective date hereof ("xxx Xxxxxxx") and end on
the first anniversary of the Closing, unless further extended or sooner
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terminated as hereinafter provided. On the first anniversary of the Closing and
on the last day of February of each year thereafter, the term of the Executive's
employment shall, unless sooner terminated as hereinafter provided, be
automatically extended for an additional one year period from the date thereof
unless, at least thirty (30) days before such date, the Company shall have
delivered to the Executive or the Executive shall have delivered to the Company
written notice that the term of the Executive's employment hereunder will not be
extended beyond its existing duration.
4. POSITIONS AND DUTIES.
The Executive shall serve as Chief Financial Officer and Treasurer of
WorldPort and in such additional capacities as may be reasonably assigned to the
Executive by the Board. In his capacity as Chief Financial Officer and Treasurer
of the Company, the Executive shall have such duties, responsibilities and
authority as are usual and customary for executives who hold the same or a
substantially similar position with companies of comparable size in the same
industry as the Company. In connection with any capacities, the Executive shall
have such duties, responsibilities and authority as may from time to time be
reasonably assigned to the Executive by the Board. The Executive shall devote
substantially all the Executive's working time and efforts to the business and
affairs of the Company.
5. PLACE OF PERFORMANCE.
In connection with the Executive's employment by the Company, the
Executive shall be based at the Company's corporate offices in Houston, Texas
except for required travel on Company business, and expect as otherwise
agreed-to between the Executive and the Company.
6. COMPENSATION AND RELATED MATTERS.
(a) Commencing on the date hereof, and during Executive's
employment, the Company shall pay to the Executive an annual salary of
$82,000 payable on the 15th and last day of each month (or in such
other installments consistent with the Company's policies and
procedures and as agreed to by the Executive). Within 90 days from the
date hereof, the Board shall conduct a performance review of the
Executive, after which the Board, in its sole discretion, may increase
the annual salary of the Executive based upon such performance review.
In addition to any increases in salary specified in this Agreement, the
Executive's salary may be increased from time to time in accordance
with normal business practices of the Company at the full discretion of
the Board.
(b) During the Executive's employment, the Executive shall
receive all bonuses if, when and as declared by the Board, including,
but not limited to, a performance bonus of up to 25% of the Executive's
annual salary based upon performance criteria to be established by the
Board to be determined and paid semi-annually.
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(c) During the Executive's employment hereunder, the Executive
shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in performing services hereunder,
including all business, travel, and living expenses while away from
home on business or at the request of and in the service of the
Company, provided that such expenses are incurred and accounted for in
accordance with the Company's policies and procedures.
(d) The Executive shall be entitled to the number of vacation
days in each calendar year, and to compensation for earned but unused
vacation days, determined in accordance with the Company's vacation
plan or policy. The Executive shall also be entitled to all paid
holidays provided by the Company to its other executives.
(e) The Executive shall receive a car allowance of $200 per
month, with any annual increase to be determined by the Board, payable
in accordance with the Company's policies and procedures.
(f) The Executive shall be entitled to such other benefits,
including, but not limited to, medical insurance, life insurance, and
disability insurance determined in accordance with the Company's
benefit plan or policy.
(g) The Executive shall be granted four-year stock purchase
options to purchase 120,000 (one hundred twenty thousand) shares of the
Company's common stock based on the following vesting schedule at the
exercise prices indicated:
40,000 options vested at the Closing at an exercise
price of $0.75 per share; 40,000 options vested after
one year of service to the Company at an exercise
price of $1.00 per share;
40,000 options vested after two years of service to
the Company at an exercise price of $1.50 per share.
7. OFFICES.
The Executive agrees to serve without additional compensation, if
elected or appointed thereto, as a member of the Board or as a member of the
board of directors of any subsidiary of the Company; provided, however, that the
Executive is indemnified for serving in any and all such capacities to the
fullest extent provided by applicable law.
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8. TERMINATION
(a) As a result of death: If the Executive shall die during
the term of this Agreement, the Executive's employment shall terminate
on the Executive's date of death, and the Executive's surviving spouse,
or the Executive's estate if the Executive dies without a surviving
spouse, shall be entitled to the Executive's Accrued Benefits as of the
Termination Date.
(b) As a result of Disability: If, as a result of the
Executive's Disability, the Executive shall have been unable to perform
the Executive's duties hereunder on a full-time, continuous basis for
two (2) consecutive months or for an aggregate of three (3) months
within any twelve (12) month period and if within thirty (30) days
after the Company provides the Executive with a Termination Notice, the
Executive shall not have returned to the performance of the Executive's
duties on a full-time basis, the Company may terminate the Executive's
employment, subject to Section 9 hereof. During the term of the
Executive's Disability prior to termination, the Executive shall
continue to receive all salary and benefits payable under Section 6
hereof, including participation in all employee benefit plans,
programs, and arrangements in which the Executive was entitled to
participate immediately prior to the Disability; provided, however,
that the Executive's continued participation is permitted under the
terms and provisions of such plans, programs, and arrangements. In the
event that the Executive's participation in any such plan, program, or
arrangement is barred as the result of such Disability, the Executive
shall be entitled to receive an amount equal to the contributions,
payments, credits, or allocations which would have been paid by the
Company to the Executive, to the Executive's account, or on the
Executive's behalf under any such plan, program, or arrangement. In the
event the Executive's employment is terminated on account of the
Executive's Disability in accordance with this Section 8, the Executive
shall receive the Executive's Accrued Benefits as of the Termination
Date and shall remain eligible for all benefits provided by any
long-term disability program of the Company in effect at the time of
such termination. The payment of the Accrued Benefits by the Company to
the Executive shall be in addition to, and not in lieu of, any benefits
payable by reason of the Executive's Disability to the extent provided
under any long-term disability program of the Company in effect at the
time of the Executive's termination, or under any disability insurance
policy, or otherwise.
(c) Termination Without Cause: Either party to this Agreement
may terminate the Executive's employment hereunder without cause at any
time upon notice to the other party, and upon any such termination, the
Executive shall be entitled to receive his Accrued Benefits. In the
event that the Company terminates the Executive's employment pursuant
to this Subsection 8(c), the Executive shall receive from the Company
on the Termination Date a lump-sum cash payment (the "Severance
Payment"), as severance, in an amount equal to fifty percent (50%) of
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the greater of (i) the Executive's annual salary at the time of such
termination, or (ii) the Executive's annual salary, as set forth in
Subsection 6(a) hereof.
(d) Termination as a result of cause. The Company
may terminate the Executive for cause, upon the occurrence of any one
or more of the following acts or omissions:
(i) The determination in a binding and final judgment, order, or
decree by a court or administrative agency of competent
jurisdiction, that the Executive has engaged in fraudulent
conduct, and the determination by the Board, in its sole
discretion, that such fraudulent conduct has a significant
adverse impact on the Company;
(ii) The conviction of the Executive on a felony or misdemeanor
involving moral turpitude (as evidenced by a binding and final
judgment, order, or decree of a court of competent
jurisdiction) and the determination by the Board, in its sole
discretion, that such conviction has a significant adverse
impact on the Company;
(iii) The refusal by the Executive to perform the Executive's duties
or responsibilities (unless significantly changed without the
Executive's consent) and after notice from the Company to the
Executive, the Executive's continuing refusal to perform his
duties or responsibilities during the 48-hour period following
the giving of such notice;
(iv) The performance by the Executive of his duties or
responsibilities in a manner constituting gross negligence
(unless such duties or responsibilities have been
significantly changed without the Executive's consent).
(v) In the event of termination for cause, as set forth above, the
Executive will be entitled to receive his Accrued Benefits,
but will not be entitled to the Severance Payment, except as
otherwise provided by Texas law.
(e) In the event that the Executive is terminated by
the Company pursuant Subsections 8(a), 8(b) or 8(c), all stock options
granted pursuant to Subsection 6(g) as well as any stock options
subsequently granted shall become fully vested as of the Termination
Date.
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9. TERMINATION NOTICE.
Any termination by the Company or the Executive of the Executive's
employment hereunder shall be communicated by written Notice of Termination to
the Executive, if such Notice of Termination is delivered by the Company, and to
the Company, if such Notice of Termination is delivered by the Executive. The
Notice of Termination shall indicate the specific termination provision in this
Agreement relied upon and shall set forth the Termination Date.
10. NONDISCLOSURE OF PROPRIETARY INFORMATION.
Recognizing that the Company is presently engaged, and may hereafter
continue to be engaged, in the research and development of processes, the
manufacturing of products, or the performance of services, which involve
experimental and inventive work and that the success of its business depends
upon the protection of such processes, products, and services by patent,
copyright, or secrecy and that the Executive has had, or during the course of
Executive's engagement as an employee or consultant may have, access to
Proprietary Information, as hereinafter defined, of the Company and that the
Executive has furnished, or during the course of the Executive's engagement may
furnish, Proprietary Information to the Company, the Executive agrees that:
(a) "Proprietary Information" shall mean any and all methods,
inventions, improvements or discoveries, whether or not patentable or
copyrightable, and any other information of a secret, proprietary,
confidential, or generally undisclosed nature relating to the Company,
its products, customers, processes, and services, including information
relating to testing research, development, manufacturing, marketing,
and selling, disclosed to the Executive or otherwise made known to the
Executive as a consequence of or through the Executive's engagement by
the Company (including information originated by the Executive) in any
technological area previously developed by the Company or developed,
engaged in, or researched, by the Company during the term of the
Executive's engagement, including, but not limited to, trade secrets,
processes, products, formulae, apparatus, techniques, know-how,
marketing plans, data, improvements, strategies, forecasts, customer
lists, and technical requirements of customers, unless such information
is in the public domain to such an extent as to be readily available to
the Company's competitors.
(b) The Executive acknowledges that the Company has exclusive
property rights to all Proprietary Information, and the Executive
hereby assigns all rights that the Executive might otherwise possess in
any Proprietary Information to the Company. Except as required in the
performance of the Executive's duties to the Company, the Executive
will not at any time during or after the term of the Executive's
engagement, which term shall include any time in which the Executive
may be retained by the Company as a consultant, directly or indirectly
use, communicate, disclose, or disseminate any Proprietary Information.
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(c) All documents, records, notebooks, notes, memoranda, and
similar repositories of, or containing, Proprietary Information made or
compiled by the Executive at any time or made available to the
Executive prior to or during the term of Executive's engagement by the
Company, including any and all copies thereof, shall be the property of
the Company, shall be held by the Executive in trust solely for the
benefit of the Company, and shall be delivered to the Company by the
Executive on the termination of the Executive's engagement or at any
other time on the request of the Company.
(d) The Executive will not assert any rights under any
inventions, copyrights, discoveries, concepts, or ideas, or
improvements thereof, or know-how related thereto, as having been made
or acquired by the Executive prior to the Executive's being engaged by
the Company or during the term of the Executive's engagement if based
on or otherwise related to Proprietary Information.
11. ASSIGNMENT OF INVENTIONS.
(a) For purposes of this Section 11, the term "Inventions"
shall mean discoveries, concepts, and ideas, whether patentable or
copyrightable or not, including, but not limited to, improvements,
know-how, data, processes, methods, formulae, and techniques, as well
as improvements thereof, or know-how related thereto, concerning any
past, present, or prospective activities of the Company, which the
Executive makes, discovers, or conceives (whether or not during the
hours of the Executive's engagement or with the use of the Company's
facilities, materials, or personnel), either solely or jointly with
others during the Executive's engagement by the Company or any
Affiliate of the Company and, if based on or related to Proprietary
Information, at any time after termination of such engagement. All
Inventions shall be the sole property of the Company, and the Executive
agrees to perform the provisions of this Section 11 with respect
thereto without the payment by the Company of any royalty or any
consideration therefor, other than the regular compensation paid to the
Executive in his capacity of as an employee or consultant.
(b) The Executive shall maintain written notebooks in which
the Executive shall set forth, on a current basis, information as to
the Inventions, describing in detail the procedures employed and the
results achieved, as well as information as to any studies or research
projects undertaken on the Company's behalf. The written notebooks
shall at all times be the property of the Company and shall be
surrendered to the Company upon termination of the Executive's
engagement or, upon request of the Company, at any time prior thereto.
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(c) The Executive shall apply, at the Company's request and
expense, for United States and foreign letters patent or copyrights,
either in the Executive's name or otherwise as the Company shall
desire.
(d) The Executive hereby assigns to the Company all of the
Executive's rights to the Inventions and to applications for United
States and/or foreign letters patent or copyrights and to United States
and/or foreign letters patent or copyrights granted in respect of the
Inventions.
(e) The Executive shall acknowledge and deliver promptly to
the Company, without charge to the Company, but at its expense, such
written instruments (including applications and assignments) and do
such other acts, such as giving testimony in support of the Executive's
inventorship, as may be necessary in the opinion of the Company to
obtain, maintain, extend, reissue, and enforce United States and/or
foreign letters patent and copyrights relating to the Inventions and to
vest the entire right and title thereto in the Company or its nominee.
The Executive acknowledges and agrees that any copyright developed or
conceived of by the Executive during the term of the Executive's
employment which is related to the business of the Company shall be a
"work for hire" under the copyright law of the United States and other
applicable jurisdictions.
(f) The Executive represents that the Executive's performance
of all of the terms of this Agreement and as an employee of or
consultant to the Company does not and will not breach any trust
existing prior to the Executive's employment by the Company. The
Executive agrees not to enter into any agreement, either written or
oral, in conflict herewith and represents and agrees that the Executive
has not brought and will not bring with the Executive to the Company or
use in the performance of the Executive's responsibilities at the
Company any materials or documents of a former employer which are not
generally available to the public, unless the Executive has obtained
written authorization from the former employer for their possession and
use, and the Executive has provided a copy of such written
authorization to the Company.
(g) No provision of this Section 11 shall be deemed to limit
the restrictions applicable to the Executive under Section 10 hereof.
12. SHOP RIGHTS.
The Company shall also have the royalty-free right to use in its
business, and to make, use, and sell products, processes, and/or services
derived from any inventions, discoveries, concepts, and ideas, whether or not
patentable, including, but not limited to, processes, methods, formulas, and
techniques, as well as improvements thereof or know-how related thereto,
concerning any past, present, or prospective activities of the Company, which
are not within the scope of Inventions as defined in Section 11 hereof, but
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which are conceived or made by the Executive during the period that the
Executive is engaged by the Company with the use or assistance of the Company's
facilities, materials, or personnel.
13. NON-COMPETE.
The Executive hereby agrees that during the Executive's employment, and
for a period of one year from the termination thereof, the Executive will not,
without the written consent of the Company:
(a) Within any jurisdiction or marketing area in which the
Company or any subsidiary thereof is doing business, own, manage,
operate, or control any Business, provided, however, that for purposes
of this Subsection 13(a), ownership of securities of not in excess of
five percent (5%) of any class of securities of a public company shall
not be considered as owning, managing, operating, or controlling any
Business; or
(b) Within any jurisdiction or marketing area in which the
Company or any subsidiary thereof is doing business, act as, or become
employed as, an officer, director, employee, consultant or agent of any
Business; or
(c) Solicit any Business for, or sell any products that are in
competition with the Company's products to, any company, which is a
customer or client of the Company or any of its subsidiaries as of the
Termination Date; or
(d) Solicit the employment of, or hire, any full time employee
employed by the Company or its subsidiaries as of the Termination Date.
The term "Business," as used in this Section 13, shall mean
any person or entity which is an international facilities-based
telecommunications carrier or any of the services which are necessarily
provided by an international facilities-based telecommunications
carrier to its customers.
14. REMEDIES AND JURISDICTION.
(a) The Executive hereby acknowledges and agrees that a breach
of the agreements contained in Section 13 of this Agreement will cause
irreparable harm and damage to the Company, that the remedy at law for
the breach or threatened breach of the agreements set forth in Section
13 of this Agreement will be inadequate, and that, in addition to all
other remedies available to the Company for such breach or threatened
breach (including, without limitation, the right to recover damages),
the Company shall be entitled to injunctive relief for any breach or
threatened breach of the agreements contained in Section 13 of this
Agreement.
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(b) All claims, disputes and other matters in question between
the parties arising under this Agreement, except those pertaining to
Section 13 hereof, shall, unless otherwise provided herein, be decided
by arbitration in the State of Texas in accordance with the National
Rules for the Resolution of Employment Disputes of the American
Arbitration Association (including such procedures governing selection
of the specific arbitrator or arbitrators), unless the parties
otherwise agree. The Company shall pay the costs of any such
arbitration. The award by the arbitrator or arbitrators shall be final,
and judgment may be entered upon it in accordance with applicable law
in any state or federal court having proper jurisdiction.
15. INDEMNIFICATION.
The Company agrees to indemnify and hold the Executive harmless from
and against any and all losses, liabilities, or costs (including, but not
limited to, reasonable attorney's fees), which the Executive may sustain, incur,
or assume as a result of, or relative to, any allegation, claim, civil or
criminal action, proceeding, charge, or prosecution, which may be alleged, made,
instituted, or maintained against the Executive or the Company, jointly or
severally, arising out of or based upon the Executive's employment with the
Company, to the fullest extent permitted by applicable law including, but not
limited to, any injury to person(s) or damage to property or business by reason
of any cause whatsoever, regardless of whether any such injury or damage is
caused by negligence on the part of the Executive. THIS INDEMNITY PROVISION IS
INTENDED TO INDEMNIFY THE EXECUTIVE (A) AGAINST THE CONSEQUENCES OF HIS OWN
NEGLIGENCE OR FAULT, REGARDLESS OF WHETHER THE EXECUTIVE IS SOLELY NEGLIGENT OR
CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY, OR CONCURRENTLY NEGLIGENT
WITH ANY OTHER PERSON, AND (B) AGAINST ANY LIABILITY OF THE EXECUTIVE BASED ON
APPLICABLE DOCTRINE OF STRICT LIABILITY. Not withstanding the foregoing, the
Company will not, however, indemnify the Executive for any claims, liabilities,
losses, damages or expenses that result solely from bad faith, gross negligence
or willful misconduct by the Executive.
16. ATTORNEYS' FEES.
In the event that either party hereunder institutes any legal
proceedings in connection with its rights or obligations under this Agreement,
the prevailing party in such proceeding shall be entitled to recover from the
other party all costs incurred in connection with such proceeding, including
reasonable attorneys' fees, together with interest thereon as provided by
applicable law.
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17. SUCCESSORS.
This Agreement and all rights of the Executive hereunder shall inure to
the benefit of and be enforceable by the Executive's personal or legal
representatives, estate, executors, administrators, heirs, or beneficiaries. In
the event of the Executive's death, all amounts payable to the Executive under
this Agreement shall be paid to the Executive's surviving spouse, if the
Executive dies without a surviving spouse, to the Executive's estate. This
Agreement shall inure to the benefit of, be binding upon, and be enforceable by
or against, any successor, surviving or resulting corporation, or other entity
or any assignee of the Company to which all or substantially all of the business
and assets of the Company is transferred whether by merger, consolidation,
exchange, assignment, sale, lease, or other disposition or action.
18. ENFORCEMENT.
The provisions of this Agreement shall be regarded as divisible, and if
any of such provisions or any part hereof is declared invalid or unenforceable
by a court of competent jurisdiction, the validity and enforceability of the
remainder of such provisions or the parts hereof and the applicability thereof
shall not be affected thereby.
19. AMENDMENT OR TERMINATION.
This Agreement may not be amended or terminated during its term, except
by written instrument executed by both the Company and the Executive.
20. SURVIVABILITY.
The provisions of Sections 10, 11, 12, 13 and 15 hereof and the
provisions hereof relating to the payment of the Accrued Benefits and the
Severance Payment shall survive the termination of this Agreement.
21. ENTIRE AGREEMENT.
This Agreement sets forth the entire agreement between the Executive
and the Company with respect to the subject matter hereof and supersedes all
prior oral or written agreements, negotiations, commitments, and understandings
with respect thereto.
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22. GOVERNING LAW; VENUE.
This Agreement and the respective rights and obligations of the
Executive and the Company hereunder shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to the
provisions, principles, or policies thereof relating to choice of law or
conflict of laws. Venue of any arbitration or other legal proceeding or action
relating to this Agreement shall be proper in Xxxxxx County, Texas.
23. NOTICE.
Notices given pursuant to this Agreement shall be in writing and shall
be deemed given when received, and if mailed, shall be mailed by United States
registered or certified mail, return receipt requested, postage prepaid, if to
the Company, to:
WorldPort Communications, Inc.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to corporate counsel for the Company to:
Xxxxx & Xxxxxx LLP
Attn: Xx. Xxxxxxx X. Xxxxx, Esq.
000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
or to such other address as the Company shall have given to the Executive or, if
to the Executive, to:
W. Xxxx Xxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
or to such other address as the Executive shall have given to the Company.
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24. NO WAIVER.
No waiver by either party at any time of any breach by the other party
of, or any failure by the other party to comply with, any condition or provision
of this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same time or at any prior
or subsequent time.
25. HEADINGS.
The headings herein contained are for reference only and shall not
affect the meaning or interpretation of any provision of this Agreement.
26. 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.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Executive has executed this
Agreement, on the date and year first above written.
THE COMPANY:
WORLDPORT COMMUNICATIONS, INC.
/s/ Xxxx X. Xxxxxx
------------------------------------------------
XXXX X. XXXXXX
CHIEF EXECUTIVE OFFICER AND PRESIDENT
EXECUTIVE:
/s/ W. Xxxx Xxxxx
------------------------------------------------
W. XXXX XXXXX
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