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EXHIBIT 10.1
WORLDPORT COMMUNICATIONS, INC.
February 29, 2000
Mr. James L. Martin Jr.
2303 Noble Victory Court
Reston, Virginia 20191
Dear Jim:
We are pleased to offer you employment with WorldPort Communications, Inc.
commencing March 1, 2000 (or such other date that we shall mutually agree upon)
on the following terms:
Position: Director of European Operations and Chief Technology Officer to
be based in Dublin, Ireland. You shall devote all of your
business time and attention to the business and affairs of
WorldPort consistent with your position.
Term: Three years from commencement date.
Salary: US $280,000 per year
Annual Bonus: You will be eligible to receive an annual bonus (payable within
45 days of fiscal year-end) of up to 40% of your annual base
salary based upon your achievement of performance and other
specific objectives established by the Board.
Sign-on Bonus: US $70,000 payable in cash within 14 days of your acceptance of
this offer. If you voluntarily resign from your position on or
prior to the one year anniversary of the commencement date, you
will be required to repay this bonus within 30 days of your
resignation.
Options: You will be granted options to purchase 650,000 shares of
WorldPort common stock at an exercise price of not less than
the fair market value of the common stock on the grant date,
which options will vest quarterly in 1/16th increments over the
four year period from the date of grant (and vest in full upon
your death) and shall otherwise be subject to the terms of
WorldPort's stock option plan and form of stock option
agreement.
Relocation
Expenses: WorldPort will pay directly, or reimburse you for (upon
presentation of appropriate vouchers or receipts in accordance
with WorldPort's expense reimbursement policies) the following
reasonable costs and expenses relating to your relocation:
(1) expenses of moving your possessions and immediate family
members from Virginia to Ireland;
(2) expenses of furnishing your new home in Ireland, not to
exceed US $20,000;
(3) airplane travel expenses (for business class travel) between
Ireland and Virginia for you and your immediate family members
for up to two trips per year;
(4) tuition expenses for your children's secondary schooling in
Ireland; and
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Mr. James L. Martin Jr.
February 29, 2000
Page 2
(5) expenses of storing your household possessions that remain
in the U.S.
Housing: WorldPort will provide housing for you and your family in
Ireland, such housing to be mutually agreed upon by WorldPort
and you (it being understood that WorldPort will not be required
to expend more than US $4,500 per month for such housing and
related costs).
Automobile: WorldPort will lease an automobile for your business use, such
automobile to be mutually agreed upon by WorldPort and you (it
being understood that WorldPort will not be required to expend
more than US $1,000 per month for such automobile and related
costs)
Insurance Health insurance, including family coverage. In addition (to the
extent that you are insurable and such policies can be purchased
at reasonable rates), WorldPort will purchase and maintain (or
reimburse you for, upon presentation of appropriate vouchers or
receipts in accordance with WorldPort's expense reimbursement
policies) a life insurance policy on your life in the amount of
US $500,000, the beneficiary(ies) of which shall be designated
by you, as well as a long-term disability policy; provided that
WorldPort will not be required to expend more than US $6,200 in
annual premiums for these two policies.
Vacation: Four weeks paid vacation, not to be taken more than two weeks at
a time and not to be carried over from year to year
Travel: You will be expected to travel as the needs of the business may
require.
Termination
Benefits: In the event your employment is terminated by WorldPort without
cause, other than due to your death or disability, you shall be
paid, in full satisfaction of your rights against WorldPort for
termination of your employment, a severance payment equal to one
years' base salary, payable in a lump sum within 30 days of the
termination date. In the event your employment is terminated due
to cause, your death or a disability which prevents you from
performing your duties for three consecutive months or 90 days
within any one year period, you shall be paid only through the
termination date.
Cause: Your conviction of or plea of guilty or nolo contendere to a
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felony; gross negligence or willful misconduct in performing
your duties; failure to comply with this Agreement in any
material respect or failure to carry out appropriate
responsibilities assigned by management or the Board of
Directors; commission of fraud, theft against or embezzlement
from WorldPort.
Non-Solicitation
Period: You agree that, for one year after the termination of your
employment, you will not solicit or hire any persons who are
employed by or acting as a consultant to WorldPort during such
period.
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Mr. James L. Martin Jr.
February 29, 2000
Page 3
Confidentiality: You agree that you will, during and after the end of the
term of your employment, keep confidential all non-public
information concerning WorldPort and its business, except in
the business of and for the benefit of WorldPort, and you
will not, directly or indirectly, use for your own account
any of such information.
Remedies: As you can understand, because we have to be protected,
WorldPort will be entitled, in addition to other remedies,
to obtain an injunction against any potential or actual
violations of your non-solicitation or confidentiality
agreements.
Taxes: All compensation shall be subject to applicable withholding
taxes. WorldPort also will pay you an additional amount to
cover any foreign income taxes payable by you as a result of
your relocation to Ireland.
Governing Law: Illinois
Representation: You represent that your execution of this letter and your
performance of your obligations hereunder will not violate
the terms of any agreement, arrangement, or understanding,
order or decree to which you are a party or by which you are
bound.
Please indicate your acceptance of the terms of this offer letter by your
signature below. Once signed by both parties, this offer letter shall be binding
on both parties. We look forward to your joining WorldPort and working with you
in building our exciting new venture.
Sincerely,
/s/ Carl J. Grivner
Carl J. Grivner
Accepted and Agreed to
as of the date set forth above:
/s/ James L. Martin
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James L. Martin
