Exhibit 10.1 EMPLOYMENT AGREEMENT
This Employment Agreement (the "
Agreement ") is made between Global Telecom &
Technology, Inc., a Delaware corporation (the "
Company "), and Kevin J. Welch (the "
Executive "), is entered into as of January 22,
2007 and shall become effective immediately upon approval of this
Agreement by the Compensation Committee of the Company’s
Board of Directors (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 Chief Financial Officer of Company with
such duties and responsibilities as may from time to time be
assigned to Executive by the Chief Executive Officer and the Board
of Directors of Company (the " Board "), 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 Chief Executive Officer. 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 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
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.
1
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 one
(1) year 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. Executive acknowledges that the
covenants set forth in this Section 4 have been granted in
consideration for his employment by the Company.
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.
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
5. Compensation and
Benefits .
5.1
Salary . During the term of this Agreement, Company
shall pay Executive an initial salary of $190,000 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 other benefits,
including vacation, holidays and sick leave, as Company generally
provides to its employees holding similar positions as that of
Executive. Executive has received a summary of Company’s
standard employee benefits policies in effect as of the date
hereof. The Company reserves the right to change or otherwise
modify, in its sole discretion, the benefits offered herein to
conform to the Company’s general policies as may be changed
from time to time during the term of this Agreement
5.3
Bonus . Executive will be eligible to earn up to a
$75,000 bonus during his first year of employment with Company.
This bonus may be comprised of a combination of cash and
equity-based compensation, and would
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