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Sample Business Contracts

Employment Agreement - eGlobe Inc. and David Skriloff

Employment Forms

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                              EMPLOYMENT AGREEMENT

           THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is entered into as of
January 1, 2000,  between eGlobe,  Inc., a Delaware  corporation  with principal
offices  located in Washington,  D.C. (the  "Company"),  and DAVID SKRILOFF (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 the Chief
Financial Officer of the Company for a period commencing on January 1, 2000 (the
"Effective  Date") and ending on the fourth  anniversary of the Effective  Date.
Prior to the  expiration  of the  initial  term of  employment,  the parties may
extend  the term by mutual  agreement.  As the Chief  Financial  Officer  of the
Company,   the   Executive's   duties  will  be  those  of  chief   finance  and
administration officer of the Company and all of its divisions and subsidiaries.
The Executive shall report directly to the Company's Chief Executive Officer and
shall also perform such other duties commensurate with the Executive's title and
position  as the Chief  Executive  Officer of the  Company may from time to time
reasonably direct.

                  2.  LOCATION OF SERVICES.  During the term of this  Agreement,
the Executive  shall perform his duties  primarily in New York,  New York and in
Washington, DC, with his primary office located in New York and his time divided
evenly  between New York and  Washington  or as otherwise  agreed with the chief
Executive Officer.

                  3.  SALARY.  The  Company  shall pay the  Executive  an annual
salary  equal to  $160,000,  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 not less frequently than monthly.

                  4. BONUSES.  The Executive shall be eligible to earn an annual
bonus (the "Annual Bonus") during each fiscal year (such year being

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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  Officer of the Company shall adopt written  performance  goals within
the Bonus Period.  These  performance goals shall be consistent among the senior
executive  officers  (which shall include the CEO, CFO and COO). If annual goals
are met or exceeded  for an annual Bonus  Period,  the  Executive  shall earn an
Annual Bonus of 40% of the 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 pension 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  beginning on the Effective  Date. The
Executive's  life  insurance  is equal to two (2) times the Base Salary (up to a
maximum of  $300,000).  The Executive is eligible to contribute to the Company's
401k Plan 90 days following the Effective Date. Upon commencing service with the
Company,  the Executive is eligible to immediately  roll over any of Executive's
pre-existing 401k Plan holdings.

<PAGE>

                  The Executive  shall be reimbursed  for any expenses  which he
may incur in  connection  with his  services  hereunder in  accordance  with the
Company's normal reimbursement policies as established from time to time.

                  6. STOCK  PURCHASE.  Effective as of the Effective  Date,  the
Executive  shall purchase  36,000 shares of the common stock of the Company (the
"Stock  Purchase") at a price equal to the closing price of the Company's common
stock as  listed  on the  NASDAQ  National  Market  on the  Effective  Date.  In
connection with the Stock Purchase,  the Company will extend a personal recourse
loan to the Executive in an amount equal to the full purchase price of the Stock
Purchase. Such loan shall have a term of 4 years and shall have an interest rate
equal to 8%, compounded annually, provided, however, that the loan may be called
by the Company of the Executive leaves the employ of the Company voluntarily.

                  7. TIME-VESTED  STOCK OPTIONS.  As previously  approved by the
Compensation  Committee of the Company's  Board of Directors under the Company's
1995 Employee Stock Option and Appreciation Rights Plan, in consideration of the
Executive's acceptance of employment hereunder, the Executive is granted, on the
Effective  Date,  options to  purchase  an  aggregate  of 144,000  shares of the
Company's  common  stock,  the  vesting of which will be based  solely  upon the
Executive's  continued  employment with the Company over time (the  "Time-Vested
Options").  The exercise  price per share of the  Time-Vested  Options  shall be
equal to the closing price of the Company's common stock as listed on The Nasdaq
National Market on the Effective  Date. The  Time-Vested  Options granted to the
Executive shall be incentive stock options,  as defined under Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code"),  to the maximum  extent
permitted thereunder,  with the remaining Time-Vested Options to be nonqualified
stock options.  The Time-Vested  Options will have a term of five years from the
Effective Date. The  Time-Vested  Options shall become vested and exercisable in
installments  of 36,000 shares each on December 31, 2000,  2001,  2002 and 2003,
respectively,  provided  that the  Executive  continues  to be  employed  by the
Company on each such date. Notwithstanding the forgoing, all Time-Vested Options
will  become  fully  vested and  exercisable  upon a "change in  control" of the
Company (as defined below),  a termination of the Executive's  employment by the
Company (other than a "termination for cause" (as defined below)).  In the event
of  termination  of the  Executive's  employment  for any  reason  other  than a
"termination for cause", all Time-Vested  Options that are or become vested upon
termination  of  employment  shall  remain  exercisable  for a period of 90 days
following  termination.  The  Time-Vested  Options  shall be on such  terms  and
conditions consistent with the

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foregoing as set forth in the Company's  standard form of stock option agreement
to be entered into between the Company and the Executive.

                  8.  PERFORMANCE   OPTIONS.   As  previously  approved  by  the
Compensation  Committee of the Company's  Board of Directors under the Company's
1995 Employee Stock Option and Appreciation Rights Plan, in consideration of the
Executive's acceptance of employment hereunder, the Executive is granted options
to purchase an aggregate of 120,000  shares of the Company's  common stock,  the
vesting of which will be based upon the  Executive's  continued  employment with
the Company and accelerated  upon the achievement of certain  performance  goals
(the "Performance Options"). The Performance Options shall be nonqualified stock
options  and shall have an  exercise  price  equal to the  closing  price of the
Company's  common stock as listed on The Nasdaq National Market on the Effective
Date.  Each of the  Performance  Options will have a term of nine years from the
Effective  Date. The  Performance  Options shall become vested on an accelerated
basis and  exercisable  in  installments  of 40,000  shares each on December 31,
2000,  2001,  2002,  respectively  provided that the  Executive  continues to be
employed by the Company on each such date and the performance  goals  determined
in the same  manner as  provided  in Section 4 hereof for the  applicable  Bonus
Period  have been  achieved  (Upon  the  achievement  of 70% of the  Executive's
performance goals, 50% of the number of shares eligible for vesting in that year
shall vest; if the percentage  achievement  of performance  goals is higher than
70% then the number of shares that vest shall be increased  proportionately from
50%); otherwise, the Performance Options shall vest in 9 years.

                  All   Performance   Options   will  become  fully  vested  and
exercisable  upon a  "change  in  control"  of the  Company.  In  the  event  of
termination  of  the  Executive's   employment  for  any  reason  other  than  a
"termination for cause", all Performance  Options that are or become vested upon
termination  shall  remain  exercisable  for  a  period  of  90  days  following
termination. Except as provided herein, the Performance Options shall be on such
terms and conditions as set forth in the Company's standard form of stock option
agreement to be entered into between the Company and the Executive.

                  9.  DEFINITION  OF CHANGE IN  CONTROL.  For  purposes  of this
Agreement and notwithstanding any other definition set forth in any stock option
plan of the Company,  a "change in control"  shall be deemed to have taken place
if (i) the Company or its shareholders enter into an agreement to dispose of all
or  substantially  all of the assets or stock of the Company by means or a sale,
merger  or other  reorganization,  liquidation,  or  otherwise  (other  than any
agreement of merger or reorganization where the

<PAGE>

shareholders  of  the  Company   immediately  before  the  consummation  of  the
transaction  will own 50% or more of the fully  diluted  equity of the surviving
entity  immediately after the consummation of the transaction),  (ii) during any
period of two (2) consecutive  years (not including any period prior to the date
hereof), individuals who at the beginning of such period constitute the Board of
Directors  (and any new  directors  whose  election by the Board of Directors or
nomination for election by the Company's  shareholders was approved by a vote of
at least  two-thirds (2/3) of the directors then still in office who either were
directors at the  beginning of the period or whose  election or  nomination  for
election was so approved) cease for any reason (except for death,  disability or
voluntary  retirement)  to  constitute a majority  thereof,  or (iii) during any
period of two (2) consecutive  years (not including any period prior to the date
hereof),  individuals who at the beginning of such period  constitute the senior
management of the Company cease for any reason (except for death,  disability or
voluntary  retirement)  to constitute a majority  thereof.  Notwithstanding  the
foregoing, the Company's proposed merger with Trans Global Communications,  Inc.
shall not be treated as a "change in control" for purposes hereof.

                  10.  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's
Chief Executive Officer.  The reasonableness of such standards shall be measured
against  standards  for  executive   performance  generally  prevailing  in  the
Company's  industry.  Notwithstanding  the foregoing,  any  allegation  that the
Executive  shall have  failed to comply with such  standard by itself  shall not
constitute a basis for a "termination for cause" hereunder.

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

                  12.  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 Company.

<PAGE>

                  13.      TERMINATION OF EMPLOYMENT.

                  (a) The 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 event of any  termination by the Company other than
"termination  for cause" or in the event of any  "resignation  for good  reason"
(each as defined  below),  the Executive  shall  receive his Accrued  Rights and
shall  continue  to  receive,  for  one  year  commencing  on the  date  of such
termination  (the "Severance  Period"),  full Base Salary and all other benefits
and  compensation  that the  Executive  would have been  entitled  to under this
Agreement  in the  absence of  termination  of  employment,  including,  without
limitation,  continued  coverage for the  Executive  and his  dependents  in the
Company's health benefit plans (collectively, the "Severance Amount").

                  (c)  The  Severance   Amount  shall  not  be  reduced  by  any
compensation  which the Executive may receive for other  employment with another
employer  after  termination  of  employment  with the  Company,  nor  shall the
Executive be required to mitigate damages with respect to the Severance  Amount.
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  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 of all reasonable  costs,  including  attorneys' fees,
incurred by the  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.

                  (d) The Executive shall have no right to receive  compensation
or other  benefits  from the Company  for any period  after a  "termination  for
cause" by the Company or termination by the Executive  other than a "resignation
for good reason", except for his Accrued Rights.

                  (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

<PAGE>

responsibilities  to the Company,  which continues after the Executive  receives
notice of such  refusal or failure;  (iii)  conduct that  constitutes  breach of
fiduciary duty involving personal profit; (iv) conviction of the Executive, by a
court of  competent  jurisdiction,  of,  or  Executive's  plea of guilty or NOLO
CONTENDERE  to, a  felony  under  the laws of the  United  States  or any  state
thereof,  or any  equivalent  crime in any  foreign  jurisdiction;  (v)  willful
violation  of any  law,  rule,  or  regulation,  involving  dishonesty  or moral
turpitude  that is  materially  detrimental  to the Company;  or (vi) the use of
illegal  drugs or  alcohol  which  interferes  materially  with the  Executive's
performance of his duties.

                  (f) The  term  "resignation  for  good  reason"  shall  mean a
resignation  of the  Executive  following  (i) material  reduction,  without his
consent, of Executive's duties, titles, or reporting  relationships as set forth
in Section 1 hereof; (ii) any reduction, without his consent, of the Executive's
Base Salary,  Annual  Bonus or any  compensation  or benefits  rights under this
Agreement;  (iii) any involuntary  relocation of the Executive's principal place
of business as set forth in Section 2 hereof;  or (iv) a material  breach of any
part of this Agreement by the Company.

                  15.      RESTRICTIVE COVENANTS.

                  (a)  During  the  employment  of  the  Executive   under  this
Agreement and for a period of one year after  termination of such  employment by
the  Company,  other  than a  termination  by the  Company  without  cause  or a
"resignation  for good reason" by the Executive,  the Executive shall not at any
time (i) compete directly on his own behalf, or on behalf of any other person or
entity,  with  the  business  of the  Company  or any of its  affiliates  within
territories  in which the Company  does  business,  but only with respect to the
business,  with respect to the business of the Company or any of its  affiliates
as such business  shall be conducted on the date hereof or during the employment
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) 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
proprietary information for his own personal advantage or make such

<PAGE>

proprietary  information  available to others for use,  unless such  information
shall  have  come  into  the  public  domain  other  than  through  unauthorized
disclosure, or as required by law or judicial process.

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

                  (d) If any  portion of this  Section 15 is found by a court of
competent  jurisdiction to be invalid or  unenforceable,  but would be valid and
enforceable  if modified,  this  Section 15 shall apply with such  modifications
necessary  to make this  Section 15 valid and  enforceable.  Any portion of this
Section 15 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 15.

                  16.      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.

                  17.      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.

                  18.      AMENDMENTS OR ADDITIONS.

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

                  19.      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.

                  20.      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.

                  21.      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
                                           ----------------------------

                                           Title:Chairman of the Board of
                                                 Directors and Chief
                                                 Executive Officer


                                           EXECUTIVE



                                           /S/ DAVID SKRILOFF
                                           ------------------------------

                                           David Skriloff