Employment Agreement - Talk.com Inc. and Kevin Griffo
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into the 24th day of March, 2000, between Talk.com, Inc., a Delaware corporation
(the "Company"), and Kevin Griffo ("Employee").
WHEREAS, Company desires to employ Employee and Employee
desires to be employed by Company; and
WHEREAS, Company and Employee desire to enter into this
Agreement that sets forth the terms and conditions of said employment.
NOW THEREFORE, in consideration of the foregoing, the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned hereby
agree as follows:
1. EMPLOYMENT. Company agrees to employ Employee, and Employee accepts
such employment and agrees to serve Company, on the terms and
conditions set forth herein. Except as otherwise specifically provided
herein, Employee's employment shall be subject to the employment
policies and practices of Company in effect from time to time during
the term of Employee's employment hereunder (including, without
limitation, its practices as to tax reporting and withholding).
2. TERM OF AGREEMENT. The term of Employee's employment hereunder shall
commence on the date hereof (the "Commencement Date") and shall
continue in effect for a period of three years thereafter, except as
hereinafter provided (the "Term").
3. POSITIONS AND DUTIES.
3.1 OFFICER POSITIONS. Except as may otherwise be agreed upon between
Company and Employee, Employee shall perform such duties and have
such responsibilities as Executive Vice President, Local
Services, and such other duties and responsibilities consistent
with the foregoing duties and responsibilities as may be
reasonably assigned or delegated to him from time to time by
Company's Chief Executive Officer or Company's Board of Directors
(the "Board"), including, without limitation, service as an
employee, officer or director of affiliates (as that term
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is defined in Rule 405 under the Securities Act of 1933, as
amended (the "Act")) (hereinafter, "Affiliates") of Company,
without additional compensation. References in this Agreement to
Employee's employment with Company shall be deemed to refer to
employment with Company and/or, as the case may be, an Affiliate,
as the context requires. Other than travel in the ordinary course
of business, Employee's duties and responsibilities shall be
undertaken primarily at the current offices of the Company's
wholly-owned subsidiary, Access One Communications Corp., or
within a fifty (50) mile radius of such current offices. Employee
shall perform his duties and responsibilities to the best of his
abilities hereunder in a diligent, businesslike manner. Employee
shall devote substantially all of his working time and efforts to
the business and affairs of Company; provided, however, that
nothing in this Agreement shall preclude Employee from (a)
engaging in charitable activities and community affairs, and (b)
managing his personal investments and affairs (subject to the
limitations in Section 10 hereof).
4. COMPENSATION AND RELATED MATTERS.
4.1 BASE SALARY. During the Term, Company shall pay to Employee a
base salary ("Base Salary") at the rate of Two Hundred Fifty
Thousand Dollars ($250,000) per year, which Base Salary shall be
paid to Employee in accordance with Company's usual and customary
payroll practices.
4.2 BENEFIT PLANS AND ARRANGEMENTS. Employee shall be entitled to
participate in and to receive benefits under Company's employee
benefit plans and arrangements (including, but not limited to,
bonus plans) as are made available to the Company's senior
executive officers during the Term, which employee benefit plans
and arrangements may be altered from time to time at the
discretion of the Board (the "Benefits"). Employee acknowledges
and agrees that bonuses, annual or otherwise, are performance
based and discretionary with the Chairman and a committee of the
Board of Directors.
4.3 PERQUISITES. During the Term, Employee shall be entitled to
receive fringe benefits as are made available to Company's senior
executive officers.
4.4 EXPENSES. Company shall promptly reimburse Employee for all
out-of-pocket expenses related to Company's business that are
actually paid or incurred by him in the performance of his
services under this Agreement and that are incurred, reported and
documented in accordance with Company's policies. In addition,
during the Term, Company will provide Employee with an
automobile, as Company shall determine, and Company shall keep
such automobile fully insured in accordance with Company's
practices for similarly situated employees.
4.5 STOCK OPTIONS.
(a) GRANT OF OPTIONS. Effective on the date hereof, Employee
shall be granted an option (the "Option") to purchase One
Million Three Hundred Thousand (1,300,000) shares of Common
Stock in accordance with a stock option agreement to be
mutually agreed to, and executed by, Company and Employee
prior to the Commencement Date, which stock option agreement
shall be in substantially the form thereof attached
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hereto as Exhibit A. The Option shall have an exercise price
equal to $13.69 per share, which is equal to the fair market
value of the Common Stock on the date hereof, shall expire
on the tenth anniversary of the date hereof and shall vest
and become exercisable, subject to accelerated vesting in
the event of a Change in Control (defined as provided below)
of Company in installments, as follows: (i) options with
respect to 433,333 shares of Common Stock shall vest and
become exercisable on the first anniversary of the date
hereof, (ii) options with respect to 433,333 shares of
Common Stock shall vest and become exercisable on the second
anniversary of the date hereof and (iii) options with
respect to 433,334 shares of Common Stock shall vest and
become exercisable on the third anniversary of the date
hereof. In the event of a Change in Control of Company, the
Option shall vest immediately and become exercisable as to
all shares then subject thereto that are not then vested and
exercisable. For purposes of this Agreement, "Change in
Control" shall be deemed to have occurred if:
(i) any Person (as defined in Section 3(a)(9) under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than the Company, becomes the
Beneficial Owner (as defined in Rule 13d-3 under the
Exchange Act; provided, that a Person shall be deemed
to be the Beneficial Owner of all shares that any such
Person has the right to acquire pursuant to any
agreement or arrangement or upon exercise of conversion
rights, warrants, options or otherwise, without regard
to the 60 day period referred to in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Company or any Significant Subsidiary
(as defined below) representing 50% or more of the
combined voting power of the Company's, or such
subsidiary's, as the case may be, then outstanding
securities;
(ii) during any period of two years, individuals who at the
beginning of such period constitute the Board and any
new director (other than a director designated by a
person who has entered into an agreement with the
Company to effect a transaction described in clauses
(i), (iii), or (iv) of this Section 2(a)) whose
election by the Board or nomination for election by
stockholders 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
two-year period or whose election or nomination for
election was previously so approved, but excluding for
this purpose any such new director whose initial
assumption of office occurs as a result of either an
actual or threatened election contest or other actual
or threatened solicitation of proxies or consents by or
on behalf of an individual, corporation, partnership,
group, association or other entity other than the
Board, cease for any reason to constitute at least a
majority of the Board of either or the Company or a
Significant Subsidiary;
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(iii) the consummation of a merger or consolidation of the
Company or any subsidiary of the Company owning
directly or indirectly all or substantially all of
the consolidated assets of the Company ( a
"Significant Subsidiary") with any other entity,
other than a merger or consolidation which would
result in the voting securities of the Company or a
Significant Subsidiary outstanding immediately prior
thereto continuing to represent more than fifty
percent (50%) of the combined voting power of the
surviving or resulting entity outstanding immediately
after such merger or consolidation;
(iv) the shareholders of the Company approve a plan or
agreement for the sale or disposition of fifty
percent (50%) or more of the consolidated assets of
the Company in which case the Board shall determine
the effective date of the Change of Control resulting
therefrom;
(v) any other event occurs which the Board determines, in
its discretion, would materially alter, the structure
of the Company or its ownership; or
(vi) a person other than Gabriel Battista is elected by
the Board of Directors to serve as the Company's
principal executive officer.
(B) REGISTRATION STATEMENT. Company shall file with the
Securities and Exchange Commission and any applicable state
securities regulatory authorities a Registration Statement
on Form S-8 (or if unavailable, a registration statement on
Form S-3) to register the shares issuable upon exercise of
the Option under the Act and any applicable state securities
or "Blue Sky" laws as soon as practicable after the date
hereof. Notwithstanding the foregoing, Company shall be
entitled to postpone for a reasonable period of time the
filing or the effectiveness of such registration statement
if the Board shall determine in good faith that such filing
or effectiveness would be materially detrimental to the
Company's business interests.
5. TERMINATION. The Term of Employee's employment hereunder may be
terminated under the following circumstances:
5.1 DEATH. The Term of Employee's employment hereunder shall terminate upon
his death.
5.2 DISABILITY. If Employee becomes physically or mentally disabled during
the term hereof so that he is unable to perform services required of him
pursuant to this Agreement for an aggregate of six (6) months in any twelve (12)
month period (a `Disability"), Company, at its option, may terminate Employee's
employment hereunder.
5.3 CAUSE. Upon written notice, Company may terminate Employee's employment
hereunder for Cause (as defined below). For purposes of this Agreement, Company
shall have "Cause" to terminate Employee's employment hereunder upon (a) a
material breach by
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Employee of any material provision of this Agreement if Employee fails to cure
such breach in the 30 day period following written notice specifying in
reasonable detail the nature of the breach, (b) willful misconduct by Employee
in connection with misappropriating any funds or property of Company, (c)
attempting to obtain any personal profit from any transaction in which Employee
has an interest that is adverse to the interests of Company without prior
written disclosure thereof to the Board or (d) Employee's gross neglect in the
performance of the duties required to be performed by Employee under this
Agreement if Employee fails to eliminate such neglect in the 30 day period
following written notice specifying in reasonable detail the nature of the gross
neglect.
5.4 BY EMPLOYEE. Employee may terminate his employment hereunder:
(a) Upon sixty (60) days' prior written notice to Company, provided
that, upon the giving of such notice by Employee, Company may establish an
earlier date for such termination under this Section 5.4 (a).
(b) For Good Reason (as defined below) immediately and with notice to
Company. "Good Reason" for termination by Employee shall include, but is not
limited to, the following:
(i) Material breach of any provision of this Agreement by Company,
which breach shall not have been cured by Company within
thirty (30) days of receipt of written notice of said material
breach;
(ii) Failure by Company to maintain Employee in a position
commensurate with that referred to in Section 3 of this
Agreement; or
(iii)The assignment to Employee of any duties inconsistent with
Employee's position, authority, duties or responsibilities as
contemplated by Section 3 hereof or any other action by
Company that results in a diminution of such position,
authority, duties or responsibilities.
5.5 WITHOUT CAUSE. Company may otherwise terminate the Term of Employee's
employment at any time upon written notice to Employee.
6. COMPENSATION IN THE EVENT OF TERMINATION. In the event that Employee's
employment hereunder terminates prior to the end of the Term, Company shall make
payments to Employee as set forth below:
6.1 BY EMPLOYEE FOR GOOD REASON; BY COMPANY WITHOUT CAUSE. In the event
that Employee's employment hereunder is terminated by Company without Cause or
by Employee for Good Reason after the closing of the Merger (as hereinafter
defined), then the Company shall (a) pay to Employee all amounts due to Employee
pursuant to any bonus that was due to Employee as of the date of such
termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue
to pay to Employee the Base Salary and Benefits to which Employee would be
entitled hereunder in the manner provided for herein for the period of time
ending on the earlier of the date when the Term would otherwise have expired in
accordance with Section 2 hereof and the second anniversary of the date of such
termination, (c) reimburse Employee for expenses that may have been incurred,
but which have not been paid as of the date of
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termination, subject to the requirements of Section 4.4 hereof and (d) one
hundred percent (100%) of the outstanding stock options granted to the Employee
that are unvested shall immediately vest and become exercisable. In the event
that Employee's employment hereunder is terminated by Company without Cause or
by Employee for Good Reason prior to the closing of the Merger, Employee shall
be entitled only to the amount due under (c) above and no options shall vest.
6.2 BY COMPANY FOR CAUSE; BY EMPLOYEE WITHOUT GOOD REASON. In the event
that Company shall terminate Employee's employment hereunder for Cause pursuant
to Section 5.3 hereof or Employee shall terminate his employment hereunder
without Good Reason, all compensation and Benefits, as specified in Section 4 of
this Agreement, theretofore payable or provided to Employee shall cease to be
payable or provided, except for any Due Bonus and any Benefits that may have
been due and payable but that have not been paid as of the date of termination
and reimbursement of expenses that may have been incurred, but which have not
been paid as of the date of termination, subject to the requirements of Section
4.4 hereof.
6.3 DEATH. In the event of Employee's death after the closing of the
Merger, Company shall not be obligated to pay Employee or his estate or
beneficiaries any compensation except for (a) any Due Bonus or any Benefits that
may have been earned and are due and payable as of the date of death, but which
have not been paid as of such date, (b) reimbursement of expenses that may have
been incurred, but which have not been paid as of the date of death, subject to
the requirements of Section 4.4 hereof, and (c) all outstanding stock options
granted to Employee that are unvested shall immediately vest and become
exercisable and Employee's estate or beneficiaries, as the case may be, shall
have the right to exercise any of such stock options during the period
commencing on the date of death and ending on the second anniversary of the date
of such termination or for the remainder of the period set forth in the option
agreement applicable to the option in question (the "Exercise Period"), if less.
In the event of Employee's death prior to the closing of the Merger, Employee's
estate or beneficiaries shall be entitled only to the amount due under (b) above
and no options shall vest.
6.4 DISABILITY. In the event of Employee's Disability after the closing of
the Merger, Company shall not be obligated to pay Employee or his estate or
beneficiaries any additional compensation except for: (a) any Due Bonus and
Benefits that may have been earned and are due and payable as of the date of
such Disability, but which have not been paid as of such date, and (b)
reimbursement for expenses that may have been incurred but which have not been
paid as of the date of Disability, subject to the requirements of Section 4.4
hereof. Upon termination due to Disability, fifty percent (50%) of the
outstanding stock options granted to Employee that are unvested shall
immediately vest and become exercisable and Employee or his estate or
beneficiaries, as the case may be, shall have the right to exercise any of such
stock options during the period commencing on the date of Disability and ending
on the second anniversary of the date of the Disability or for the remainder of
the Exercise Period, if less. In the event of Employee's Disability prior to the
closing of the Merger, Company shall not be obligated to pay Employee or his
estate or beneficiaries any amount due under this Section 6.4 except (b) hereof
and no options shall vest.
6.5 NO MITIGATION. In the event of any termination of employment under
Section 5 hereof, Employee shall be under no obligation to seek other
employment; provided; however,
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that to the extent that Employee does obtain other employment subsequent to the
termination of Employee's employment hereunder, the obligations of Company to
pay Benefits under this Agreement from and after the date of commencement of
such other employment shall terminate.
7. UNAUTHORIZED DISCLOSURE. Employee shall not, without the prior written
consent of Company, disclose or use in any way, either during Employee's
employment with Company or thereafter, except as required in the course of such
employment, any confidential business or technical information or trade secret
acquired in the course of such employment, whether or not conceived of or
prepared by him, which is related to any service or business of Company or any
Affiliate; provided, however, that the foregoing shall not apply to (a)
information that is not unique to the Company or that is generally known to the
industry or the public other than as a result of Employee's breach of this
covenant, (b) information known to Employee other than from information provided
by Company or (c) information that Employee is required to disclose to, or by,
any governmental or judicial authority; provided, however, if Employee should be
required in the course of judicial or other governmental proceedings to disclose
any information, Employee shall give Company prompt written notice thereof so
that Company may seek an appropriate protective order and/or waive in writing
compliance with the confidentiality provisions of this Agreement. If, in the
absence of a protective order or the receipt of a waiver by Company, Employee is
compelled to disclose information to, or pursuant to the requirements of, a
court or other governmental authority, Employee may disclose such information to
such court or other governmental authority without liability to any other party
hereto.
8. TANGIBLE ITEMS. All files, records, documents, manuals, books, forms,
reports, memoranda, studies, data, calculations, recordings and correspondence,
in whatever form they may exist, and all copies, abstracts and summaries of the
foregoing and all physical items related to the business of Company and its
affiliates, other than merely personal items, whether of a public nature or not,
and whether prepared by Employee or not, and which are received by Employee
from, or on behalf of Company or an Affiliate in the course of his employment
hereunder are and shall remain the exclusive property of Company and any such
Affiliate and shall not be removed from the premises of the Company or such
Affiliate, as the case may be, except as required in the course of Employee's
employment hereunder, without the prior written consent of the Company's Chief
Executive Officer or the Board, and the same shall be promptly returned by
Employee upon the termination of Employee's employment with Company or at any
time prior thereto upon the request of the Company's Chief Executive Officer or
the Board.
9. INVENTIONS AND PATENTS. Employee agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports, and all similar or related information that relates to Company's actual
or anticipated business, research and development or existing or future products
or services and that are conceived, developed or made by or at the direction of
Employee while Employee is employed by Company will be owned by Company.
Employee also agrees to promptly perform, at the expense of Company, all
reasonable actions (whether before, during or after the Term) necessary to
establish and confirm such ownership.
10. CERTAIN RESTRICTIVE COVENANTS. During the Term, and for a period ending
eighteen (18) months after the earlier of Employee's termination of employment
hereunder and the end of the Term, Employee agrees that he will not act, either
directly or indirectly, as a partner, officer,
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director, substantial stockholder (an equity interest of 5% or more) or employee
of, or render advisory or other services for, or in connection with, or become
interested in, or make any substantial financial investment in any firm,
corporation, business entity or business enterprise that competes with the
business of Company (each, a "Competitor"), except with the express written
consent of the Board. Employee further agrees that in the event of the
termination of his employment under Section 5 hereof, for a period of twelve
(12) months thereafter, he will not, directly or indirectly, employ, offer to
employ, or actively interfere with the relationship of Company or an Affiliate
with, any employee of Company or any employee of any Affiliate. Notwithstanding
anything to the contrary in this Agreement, in the event that Employee's
employment is terminated for any reason prior to the closing of the Merger
described in the Agreement and Plan of Merger of even date herewith by and among
Company, Aladdin Acquisition Corp. and Access One Communications Corp. ("Access
One") (the "Merger"), Employee may be affiliated in any position (as employee,
officer, director or otherwise) of Access One without violating the provisions
of this Section 10.
11. EMPLOYEE REPRESENTATIONS AND COVENANTS. Employee hereby represents,
warrants and covenants to Company that (a) the execution, delivery and
performance of this Agreement by Employee does not and will not conflict with,
breach, violate or cause a default under any employment, noncompetition or
confidentiality contract or agreement, instrument, order, judgment or decree to
which Employee is a party or by which he is bound; (b) Employee, in performing
this Agreement and the duties of Employee's employment with Company, will not
disclose or utilize any trade secrets of a former employer, unless Employee has
first obtained express written authorization from any such former employer for
their disclosure or use; (c) Employee has not brought, and will not bring to
Company, any documents, records, information or other materials of a former
employer that are not generally available to the public, unless Employee has
first obtained express written authorization from any such former employer for
their possession and use; and (d) upon the execution and delivery of this
Agreement by Company, this Agreement shall be the valid and binding obligation
of Employee, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting the rights of creditors
generally.
12. COMPANY REPRESENTATIONS. Company represents and warrants (a) that it is
duly authorized and empowered to enter into this Agreement, (b) the execution,
delivery and performance of this Agreement by Company does not and will not
conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which Company is a party or by which it
is bound, and (c) upon the execution and delivery of this Agreement by Employee,
this Agreement shall be the valid and binding obligation of Company, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency and
similar laws affecting the rights of creditors generally.
13. REMEDIES. Employee acknowledges that the restrictions and agreements
contained in this Agreement are reasonable and necessary to protect the
legitimate interests of Company, and that any violation of this Agreement will
cause substantial and irreparable injury to Company that would not be
quantifiable and for which no adequate remedy would exist at law and agrees that
injunctive relief, in addition to all other remedies, shall be available
therefor. therefor.
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14. INDEMNIFICATION. Prior to the Commencement Date, Company and Employee
shall enter into an indemnification agreement in a form mutually acceptable to
Company and Employee and containing terms no less favorable to Employee than
those contained in any indemnification or similar agreement currently in effect
between Company and any of its officers.
15. EFFECT OF AGREEMENT ON OTHER BENEFITS. Except as specifically provided
in this Agreement, the existence of this Agreement shall not be interpreted to
preclude, prohibit or restrict Employee's participation in any other employee
benefit plan or other plans or programs provided to officers, directors or
employees of Company.
16. RIGHTS OF EMPLOYEE'S ESTATE. If Employee dies prior to the payment of
all amounts due and owing to him under the terms of this Agreement, such amounts
shall be paid to such beneficiary or beneficiaries as Employee may have last
designated in writing filed with the Secretary of Company or, if Employee has
made no beneficiary designation, to Employee's estate. Such designated
beneficiary or the executor of Employee's estate, as the case may be, may
exercise all of Employee's rights hereunder. If any beneficiary designated by
Employee shall predecease Employee, the designation of such beneficiary shall be
deemed revoked, and any amounts which would have been payable to such
beneficiary shall be paid to Employee's estate. If any designated beneficiary
survives Employee, but dies before payment of all amounts due hereunder, such
payments shall, unless Employee has designated otherwise, be made to such
beneficiary's estate. In the event of Employee's death or judicial determination
of his incompetence, reference in this Agreement to Employee shall be deemed,
where appropriate, to refer to his beneficiary, estate or other legal
representative.
17. SEVERABILITY. It is the intent and understanding of the parties hereto
that if, in any action before any court or other tribunal of competent
jurisdiction legally empowered to enforce this Agreement, any term, restriction,
covenant, or promise is held to be unenforceable as a result of being
unreasonable or for any other reason, then such term, restriction, covenant, or
promise shall not thereby be terminated, but, that it shall be deemed modified
to the extent necessary to make it enforceable by such court or other tribunal
and, if it cannot be so modified, that it shall be deemed amended to delete
therefrom such provision or portion adjudicated to be invalid or unenforceable,
and this Agreement shall be deemed to be in full force and effect as so modified
and such modification or amendment in any event shall apply only with respect to
the operation of this Agreement in the particular jurisdiction in which such
adjudication is made.
18. NOTICES. Any notices or demands given in connection herewith shall be
in writing and deemed given when (a) personally delivered, (b) sent by facsimile
transmission to a number provided in writing by the addressee and a confirmation
of the transmission is received by the sender or (c) two (2) days after being
deposited for delivery with a recognized overnight courier, such as Federal
Express, and addressed or sent, as the case may be, to the address or facsimile
number set forth below or to such other address or facsimile number as such
party may in writing designate:
If to Employee: Kevin Griffo
3837 Norbury Court
Orlando, FL 32835
Fax No.: (407) 578-5004
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With a copy to: Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, NY 10174
Attn: Michael S. Mullman, Esq.
Fax No.: (212) 885-5001
If to Company: Talk.com, Inc.
6805 Route 202
New Hope, Pennsylvania 18938
Attn: President
Fax No.: (215) 862-1515
Either party may change its address for notices by written notice to the other
party in accordance with this Section 18.
19. WAIVER. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing executed by Employee and Company. No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
20. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of New York relating
to contracts made and to be performed entirely therein.
21. HEADINGS. The headings in this Agreement are inserted for convenience
only and shall have no significance in the interpretation of this Agreement.
22. SUCCESSORS. Company may not assign any of its rights or obligations
under this Agreement hereunder. Employee may assign his rights, but not his
obligations, hereunder and all of Employee's rights hereunder shall inure to the
benefit of his estate, personal representatives, designees or other legal
representatives. All of the rights of Company hereunder shall inure to the
benefit of, and be enforceable by the successors of Company. Any person, firm or
corporation succeeding to the business of Company by merger, purchase,
consolidation or otherwise shall be deemed to have assumed the obligations of
Company hereunder; provided, however, that Company shall, notwithstanding such
assumption by a successor, remain primarily liable and responsible for the
fulfillment of its obligations under this Agreement.
23. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
24. CERTAIN WORDS. As used in this Agreement, the words "herein,"
"hereunder," "hereof" and similar words shall be deemed to refer to this
Agreement in its entirety, and not to any particular provision of this Agreement
unless the context clearly requires otherwise.
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IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first written above. Talk.com, Inc.
By:
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Name:
Title:
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Kevin Griffo
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