This Employment
Agreement (the “ Agreement ”) is made
between Global Internetworking, Inc., a Virginia corporation (the
“ Company ”), and Todd J. Vecchio (the
“ Executive ”) and is entered into as of
October 15, 2006 and shall become effective immediately after
the closing pursuant to the Stock Purchase Agreement (the
“Purchase Agreement”) entered into as of May 23,
2006 (the “Purchase Agreement Date”), by and among
Mercator Partners Acquisition Corp., Ltd., a Delaware corporation
(“Parent”), the Company, the Executive, D. Michael
Keenan and Raymond E. Wiseman (the “ Effective
Date ”).
1.
Employment; Scheduled Term . Subject to the terms and
conditions of this Agreement, Company agrees to employ Executive,
and Executive accepts employment and agrees to be employed by
Company during the time period commencing on the Effective Date and
ending on the termination of this Agreement as provided in
Section 7 below. The obligations of Executive set forth in the
Executive Assignment of Inventions and Confidentiality Agreement
referred to in Section 6 below shall survive the Scheduled
Term and shall survive the termination of Executive’s
employment, regardless of the cause of such termination. Executive
hereby represents and warrants to Company that Executive is free to
enter into and fully perform this Agreement and the agreements
referred to herein without breach or violation of any agreement or
contract to which Executive is a party or by which Executive is
bound.
2.
Duties . Executive shall serve as Senior Vice President
of Company with such duties and responsibilities as may from time
to time be assigned to Executive by the Chief Executive Officer of
Parent (the “CEO”), commensurate with and customarily
assigned to Executive’s title and position described in this
sentence. The duties and services to be performed by Executive
under this Agreement are collectively referred to herein as the
“Services” . Executive shall report
directly to the CEO. Executive agrees that to the best of his
ability and experience he shall at all times conscientiously
perform all of the duties and obligations assigned to him under the
terms of this Agreement. At Company’s option, it will be
entitled to reasonable use of Executive’s name in
promotional, advertising and other materials used in the ordinary
course of its business without additional compensation unless
prohibited by law. Executive initially shall report to the offices
located in McLean, Virginia; provided that
Executive’s duties will include reasonable travel ,
including but not limited to travel to offices of Company, its
subsidiaries and affiliates and current and prospective customers
as is reasonably necessary and appropriate to the performance of
Executive’s duties hereunder. Executive will comply with and
be bound by Company’s operating policies, procedures, and
practices from time to time in effect during Executive’s
employment.
3.
Exclusive Service . During the term of employment,
Executive will not perform services for any other entity if such
service would be in direct conflict with the Company’s
business interests. Executive will apply his skill and experience
to the performance of his duties and advancing Company’s
interests in accordance with Executive’s experience and
skills. Accordingly, Executive shall not engage in any outside
work, business, consulting activity or render any commercial or
professional services, directly or indirectly, for or on behalf of
himself or any other person or organization, whether for
compensation or otherwise, if such services would be in direct
conflict with the Company’s business interests, except with
the prior written approval of Company and Executive shall otherwise
do nothing inconsistent with the performance of Executive’s
duties hereunder.
4.
Non-Competition and Other Covenants .
4.1 Non-Competition Agreement . Beginning the
Effective Date and continuing for so long thereafter as Executive
is employed by Company or a subsidiary or affiliate of Company, and
for the later of (i) three years from the Effective Date or
(ii) one (1) year period following the termination of
Executive’s employment with Company (collectively, the
“Restricted Period”), Executive will not, directly or
indirectly, individually or as an employee, partner, officer,
director or shareholder (except to the extent permitted in
Section 3 above) or in any other capacity whatsoever of or for
any person, firm, partnership, company or corporation other than
Company or its subsidiaries:
(a) Own,
manage, operate, sell, control or participate in the ownership,
management, operation, sales or control of or be connected in any
manner with any business engaged, in the geographical areas
referred to in Section 4.2 below, in the design, research,
development, marketing, sale, or licensing of managed data network
services that are substantially similar to or competitive with the
business of Company and any of its affiliates; or
(b) Recruit,
attempt to hire, solicit, or assist others in recruiting or hiring,
in or with respect to the geographical areas referred to in
Section 4.2 below, any person who is an employee of Company or
any of its subsidiaries or induce or attempt to induce any such
employee to terminate his employment with Company or any of its
subsidiaries.
4.2 Geographical Areas . The geographical areas in
which the restrictions provided for in this Section 4 apply
include all cities, counties and states of the United States, and
all other countries in which Company (or any of its subsidiaries)
are conducting business or are contemplating conducting business at
the time. Executive acknowledges that the scope and period of
restrictions and the geographical area to which the restrictions
imposed in this Section 4 applies are fair and reasonable and
are reasonably required for the protection of Company and that this
Agreement accurately describes the business to which the
restrictions are intended to apply.
4.3 Non-Solicitation of Customers . In addition to,
and not in limitation of, the non-competition covenants of
Executive set forth above in this Section 4, Executive agrees
with Company that, for the Restricted Period, Executive will not,
either for Executive or for any other person or entity, directly or
indirectly (other than for Company and any of its subsidiaries or
affiliates), solicit business from, or attempt to sell, license or
provide the same or similar products or services as are then
provided, or are then contemplated of being provided, by Company or
any subsidiary or affiliate of Company to any customer of
Company.
4.4 Non-Solicitation of Executives or Consultants .
In addition to, and not in limitation of, the non-competition
covenants of Executive set forth above in this Section 4,
Executive agrees with Company that, for the Restricted Period,
Executive will not, either for Executive or for any other person or
entity, directly or indirectly, solicit, induce or attempt to
induce any employee, consultant or contractor of Company or any
affiliate of Company, to terminate his or her employment or his,
her or its services with, Company or any subsidiary or affiliate of
Company or to take employment with another party.
2
4.5 Amendment to Retain Enforceability . It is the
intent of the parties that the provisions of this Section 4
will be enforced to the fullest extent permissible under applicable
law. If any particular provision or portion of this Section is
adjudicated to be invalid or unenforceable, this Agreement will be
deemed amended to revise that provision or portion to the minimum
extent necessary to render it enforceable. Such amendment will
apply only with respect to the operation of this paragraph in the
particular jurisdiction in which such adjudication was
made.
4.6 Injunctive Relief . Executive acknowledges that
any breach of the covenants of this Section 4 will result in
immediate and irreparable injury to Company and, accordingly,
consents that the Company shall have the right to seek injunctive
relief and such other equitable remedies for the benefit of Company
as may be appropriate in the event such a breach occurs or is
threatened. The foregoing remedies will be in addition to all other
legal remedies to which Company may be entitled hereunder,
including, without limitation, monetary damages
4.7 Executive Acknowledgment . Executive acknowledges
that for purposes of enforcement thereof, the covenants set forth
in this Section 4 shall also be applied and construed as if
they were set forth in the Purchase Agreement as additional
consideration extended by the Company thereunder.
5.
Compensation and Benefits .
5.1 Salary . During the term of this Agreement,
Company shall pay Executive an initial salary of $200,000 per
annum. Executive’s salary shall be payable as earned at
Company’s customary payroll periods in accordance with
Company’s customary payroll practices. Executive’s
salary shall be subject to review and adjustment in accordance with
Company’ customary practices concerning salary review for
similarly situated employees of Company or its
subsidiaries.
5.2 Benefits . Executive will be eligible to
participate in Company’s employee benefit plans of general
application as they may exist from time to time, including without
limitation those plans covering pension and profit sharing,
executive bonuses, stock purchases, stock options, and those plans
covering life, health, and dental insurance in accordance with the
rules established for individual participation in any such plan and
applicable law. Executive will receive such
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