Employment Agreement - eGlobe Inc. and Bijan Moaveni
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
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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.
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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
Officer.
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
Company.
10. TERMINATION OF EMPLOYMENT.
(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.
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(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
Agreement;
(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
Company;
(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
the
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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.
11. RESTRICTIVE COVENANTS.
(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
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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
hereof.
(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
11.
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.
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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
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/S/ BIJAN MOAVENI
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Bijan Moaveni