Sample Business Contracts

Employment Agreement - eGlobe Inc. and Bijan Moaveni

Employment Forms

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                          MOAVENI EMPLOYMENT AGREEMENT

                  This employment  agreement (this  "Agreement") is entered into
as of  December 3, 1999,  between  eGlobe,  Inc.,  a Delaware  corporation  with
principal offices located in Washington,  DC (the "Company"),  and Bijan Moaveni
(the "Executive").

                  WHEREAS,  the  parties  desire to enter  into  this  Agreement
setting forth the terms and conditions for the  employment  relationship  of the
Executive with the Company.

                  NOW, THEREFORE, it is AGREED as follows:

      1. EMPLOYMENT. The Executive is hereby employed as Chief Operating Officer
of the  Company,  for a period  commencing  on the date  hereof  and  ending  on
December 31, 2002. Subsequent to the initial term of employment, the parties may
extend the term by mutual agreement.  As Chief Operating Officer of the Company,
the Executive shall render executive,  policy, and other management  services to
the  Company  of the type  customarily  performed  by  persons  serving  in such
capacities. The Executive shall be responsible and have authority for overseeing
the day to day operations of the Company. The Executive shall report directly to
the Chief  Executive  Officer of the Company,  and shall also perform such other
duties as the Chairman and Chief Executive  Officer of the Company may from time
to time reasonably direct.

      2. LOCATION OF SERVICE.  During the term of this agreement,  the Executive
shall perform services at the Company's various offices.  If the Company desires
to  relocate  Executive  from his current  primary  office in Kansas  City,  the
Company  shall  reimburse   Executive  for  reasonable  expenses  incurred  from
relocating from Kansas City to the other location designated by the Company in a
manner  consistent  with and no less  favorable  than its payment of  relocation
expenses for other executives.

      3. SALARY.  The Company  shall pay the Executive an annual salary equal to
$180,000,  with  such  increases  as may be  determined  by the  Company  in its
discretion  ("Base  Salary").  The Base  Salary  of the  Executive  shall not be
decreased at any time during the term of this  Agreement from the amount then in
effect,  unless the executive otherwise agrees in writing. The Base Salary shall
be payable


to the Executive in accordance with the Company's normal payroll policy, but not
less frequently than monthly.

      4. BONUSES.  The Executive shall be eligible to earn annual bonuses during
each fiscal year (such year being  referred to herein as a "Bonus  Period") that
he remains an  executive  employee  of the  Company.  For each Bonus  Period the
Executive  and the  Chairman  and Chief  Executive  of the  Company  shall adopt
written performance goals within the Bonus Period,  which goals shall be subject
to approval by the Compensation  Committee of the Board of Directors.  If annual
goals are met or exceeded for an annual Bonus Period, the Executive shall earn a
bonus equal to 40% of Base Salary (for the  avoidance  of doubt,  a delay by any
person in the adoption of written performance goals shall not deny the Executive
any bonus or, upon the adoption and achievement of such goals,  delay in any way
the payment  thereof.)  If only  certain of such goals are met, or goals are met
only in part, for such Bonus Period,  the Executive  shall earn a bonus equal to
an  amount to be  determined  by the  Company,  in its sole  discretion.  Annual
bonuses  shall be  payable to the  Executive  by  February  15th of each year or
within 45 days after the end of the applicable  period (or, in each case, within
30 days of when it is determined whether the applicable goals are met, whichever
is later). The Board of Directors may, in its sole discretion,  award additional
or greater  bonuses to the  Executive  based upon  achievement  of other Company
objectives during the Bonus Period.

      5.  PARTICIPATION  IN EMPLOYEE  BENEFIT PLANS. In addition to the benefits
noted below,  the Executive shall be entitled to participate,  on the same basis
as  other  executive  employees  of the  Company,  in any  stock  option,  stock
purchase,  pension,  thrift,  profit-sharing,   group  life  insurance,  medical
coverage,  education,  or other retirement or employee person or welfare plan or
benefits  that the  Company  has  adopted  or may adopt for the  benefit  of its
employees.  The  Executive  shall  be  entitled  to  participate  in any  fringe
benefits,  which  are  now or  may  be or  become  applicable  to the  Company's
executive employees generally.

         Such  employee  benefits  presently  include  the  following:   Medical
coverage,  including  health,  dental and  vision  insurance,  commences  at the
beginning of the month  following  30 days from the date on which the  Executive
commences  service with the Company and the Executive is responsible  for 25% of
the expense of the Executive's medical coverage with the Company responsible for
the remaining 75%. The Executive is eligible to participate in the Company's 125
Flexible  Spending  Plan at the  beginning  of the  month  following  30 days of
service.  The  Executive's  life  insurance  is equal to two (2)  times the Base
Salary. The Executive is eligible to contribute to the Company's 401k Plan. Upon
commencing  service with the Company,  the Executive is eligible to  immediately
roll over any of Executive's pre-exiting 401k Plan holdings.


         In addition, Executive shall be reimbursed for reasonable and necessary
business expenses incurred by Executive.

      6. STOCK OPTIONS. Subject to approval by the Compensation Committee of the
Company's Board of Directors, the Executive shall be granted options to purchase
shares of the Company's  common stock,  at an exercise  price to be equal to the
closing  price of the  Company's  common stock as listed on The Nasdaq  National
Market on the date that the Executive's options are approved by the Compensation
Committee,  and on terms to be set forth in one of the Company's  standard forms
of stock  option  agreement  to be entered  into  between  the  Company  and the
Executive.  The vesting of such options shall be on an extended  basis  (several
years) but vesting will be accelerated in annual increments to be agreed subject
to the achievement of certain  objectives to be agreed to in writing between the
Executive and the Company's Chairman and Chief Executive Officer and approved by
the Compensation  Committee.  To the extent eligible, the options will be issued
as incentive  stock options within the meaning and subject to the limitations of
Section 422 of the Internal Revenue Code.

      7.  STANDARDS.  The  Executive  shall perform the  Executive's  duties and
responsibilities  under  this  Agreement  in  accordance  with  such  reasonable
standards  as may be  established  from time to time by the Company or its Chief
Executive  Officer  for  the  executives  generally  or the  position  as  Chief
Operating Officer  specifically.  The  reasonableness of such standards shall be
measured against standards for executive performance generally prevailing in the
Company's industry.

      8.  VOLUNTARY  ABSENCES:  VACATIONS.  The  Executive  shall be entitled to
annual paid vacation of at least three weeks (fifteen business days) per year or
such longer  period as the Chairman and Chief  Executive  Officer of the Company
may  approve.  The timing of paid  vacations  shall be scheduled in a reasonable
manner by the  Executive  with the approval of the Chairman and Chief  Executive

      9. DISABILITY.  If the Executive shall become disabled or incapacitated to
the extent that the  Executive is unable to perform the  Executive's  duties and
responsibilities hereunder, the Executive shall be entitled to receive
disability  benefits of the type provided for other  executive  employees of the


      (a) The Chairman and Chief Executive Officer or the Board of Directors may
terminate  the  Executive's  employment  at any time,  subject to payment of the
compensation described below.


      (b)  In the  case  of (i)  any  termination  by  the  Company  other  than
"termination  for  cause"  as  defined  below,  or (ii) any  termination  by the
Executive  after  a  material  breach  of this  Agreement  by the  Company,  the
Executive shall continue to receive, for one year commencing on the date of such
termination (the "Severance Period"),  full Base Salary, any annual or quarterly
bonus that has been accrued or earned prior to termination  of  employment,  and
all other benefits and compensation  that the Executive would have been entitled
to  under  this   Agreement  in  the  absence  of   termination   of  employment
(collectively, the "Severance Amount"). For these purposes, a material breach of
this Agreement by the Company shall include, without limitation

      (i)      a breach by the Company of its  material  obligations  under this

      (ii)     any failure of the Company to pay the Executive's  salary as then
               in effect;

      (iii)    any failure by the Company to continue to provide  Executive with
               the opportunity to  participate,  on terms no less favorable than
               those in effect  immediately  prior to the date hereof,  or their
               equivalent,  or failure by the Company to provide  Executive with
               all of the fringe  benefits  (or their  equivalent)  from time to
               time in effect for the  benefit  of  executive  personnel  of the

      (c) The  Executive  shall have no right to receive  compensation  or other
benefits  from the Company  for any period  after  termination  for cause by the
Company or termination by the Executive other than termination with good reason,
except for any vested retirement benefits to which the Executive may be entitled
under any  qualified  employee  pension plan  maintained  by the Company and any
deferred compensation to which the Executive may by entitled.

      (d) If during the term of this Agreement there is a "change in control" of
the  Company,  and in  connection  with or within two years after such change of
control the Company terminates the Executive's employment other than termination
for cause,  or the  Company  reduces the  responsibility  and  authority  of the
executive  or takes steps which  amount to a demotion of the  Executive,  or the
Executive   terminates  with  good  reason,  the  Company  shall  be  obligated,
concurrently with such termination, to pay the Severance Amount in a single lump
sum cash payment to the  Executive.  If the Company fails to make timely payment
of any  portion of the  Severance  Amount,  the  Executive  shall be entitled to
reimbursement for all reasonable costs,  including  attorneys' fees, incurred by


Executive  in taking  action to collect  such amount or  otherwise  enforce this
Agreement.  In  addition,  the  Executive  shall be  entitled to interest on the
amounts owed to him under this  Agreement at the rate of 5% above the prime rate
(defined  as the  base  rate on  corporate  loans  at large  U.S.  money  center
commercial banks as published by the WALL STREET JOURNAL),  compounded  monthly,
for the period from the date of employment  termination until payment is made to
the Executive.

      (e) The term "termination for cause" shall mean termination by the Company
because of the Executive's (i) fraud or material  misappropriation  with respect
to the business or assets of the  Company;  (ii)  persistent  refusal or failure
materially  to perform his duties and  responsibilities  to the  Company,  which
continues after the Executive  receives notice of such refusal or failure to the
extent that such notice can cure the failure;  (iii)  conduct  that  constitutes
disloyalty to the Company or which  materially harms the Company or conduct that
constitutes breach of fiduciary duty involving personal profit;  (iv) conviction
of a felony or crime,  or willful  violation of any law,  rule,  or  regulation,
involving  dishonesty or moral turpitude;  (v) the use of drugs or alcohol which
interferes  materially with the Executive's  performance of his duties;  or (vi)
material breach of any provision of this Agreement.

      (f) A "change in control," for purposes of this Agreement, shall be deemed
to have taken place if (i) Christopher  Vizas is terminated by the Company or no
longer  serves as  Chairman  or CEO,  (ii) more than half of the  members of the
Board of Directors of the Company are replaced at one time,  or (iii) any person
becomes the beneficial owner of 35% or more of the total number of voting shares
of the  Company.  For  purposes  of  this  paragraph,  a  "person"  includes  an
individual,  corporation,  partnership,  trust or group acting in concert, and a
"beneficial  owner"  shall  have  the  meaning  used in  Rule  13d-3  under  the
Securities Exchange Act of 1934.


      (a) During the employment of the Executive  under this Agreement and for a
period of one year after termination of such employment other than a termination
by the Company without cause, the Executive shall not at any time (i) compete on
his own behalf, or on behalf of any other person or entity,  with the Company or
any of its affiliates  within all territories in which the Company does business
with  respect to the  business of the Company or any of its  affiliates  as such
business  shall be conducted on the date of such  termination  of the  Executive
under this Agreement;  (ii) solicit or induce, on his own behalf or on behalf of
any other person or entity, any employee of the Company or any of its affiliates
to leave the


employ of the Company or any of its affiliates; or (iii) solicit or
induce,  on his own  behalf  or on behalf of any  other  person or  entity,  any
customer of the company or any of its affiliates to reduce its business with the
Company or any of its affiliates.

      (b) Unless  required by law, the Executive shall not at any time during or
subsequent to his  employment by the Company,  on his own behalf or on behalf of
any other person or entity,  disclose any proprietary information of the Company
or any of its  affiliates  to any other person or entity other than on behalf of
the Company or in conducting its business,  and the Executive  shall not use any
such propriety information for his own personal advantage or make such propriety
information available to others for use, unless such information shall have come
into the public domain other than through unauthorized disclosure.

      (c) The ownership by the  Executive of not more than 5% of a  corporation,
partnership  or  other  enterprise  in which  the  Executive  does not  actively
participate  in  management  or policy  making shall not  constitute a violation

      (d) If any  portion of this  Section  11 is found by a court of  competent
jurisdiction to be invalid or unenforceable, but would be valid and enforceable
if modified,  this Section 11 shall apply with such  modifications  necessary to
make this Section 11 valid and  enforceable.  Any portion of this Section 11 not
required  to be so  modified  shall  remain in full  force and effect and not be
affected thereby.  The Executive agrees that the Company shall have the right of
specific  performance  in the event of a breach by the Executive of this Section

      12. NO  ASSIGNMENTS.  This  Agreement  is  personal to each of the parties
hereto.  No party may assign or  delegate  any rights or  obligations  hereunder
without first obtaining the written consent of the other party hereto.  However,
in the event of the  death of the  Executive  all  rights  to  receive  payments
hereunder shall become rights of the Executive's estate.

      13. OTHER  CONTRACTS.  The  Executive  shall not,  during the term of this
Agreement,  have any other paid  employment  other than with a subsidiary of the
Company, except with the prior approval of the Board of Directors.

      14. AMENDMENTS OR ADDITIONS.  No amendments or additions to this Agreement
shall be binding unless in writing and signed by all parties hereto.

      15.  SECTION  HEADINGS.  The section  headings used in this  Agreement are
included solely for  convenience and shall not affect,  or be used in connection
with, the interpretation of this Agreement.


      16.  SEVERABILITY.  The  provisions  of this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

      17.  GOVERNING  LAW. This  Agreement  shall be governed by the laws of the
State of Delaware (other than the choice of law rules thereof).

                                           eGlobe, Inc.

                                           By:/S/ CHRISTOPHER J. VIZAS

                                           /S/ BIJAN MOAVENI
                                           Bijan Moaveni