Attached files
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| 8-K - WORLDGATE COMMUNICATIONS INC | v190583_8k.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v190583_ex10-1.htm |
| EX-99.1 - WORLDGATE COMMUNICATIONS INC | v190583_ex99-1.htm |
| EX-10.3 - WORLDGATE COMMUNICATIONS INC | v190583_ex10-3.htm |
June 23,
2010
Via
E-mail
Mr. James
Dole
23
Brunson Way
Penfield,
New York 14526
jdole13@yahoo.com
Dear
Jim:
I am
delighted to extend this offer of employment to you for the full-time, exempt
position of Chief Financial Officer, Treasurer and Senior Vice President,
Finance of WorldGate Communications, Inc. (the “Company”). Details of this offer
are contained below:
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Reporting: You
will report directly to the Chief Executive Officer of the
Company.
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Salary: Your
starting salary will be $8,076.92, paid bi-weekly, which equates to
approximately $210,000 annually.
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Location: Your
primary work location will be at the Company’s office location in the
Rochester, NY area. Travel to Trevose, Pennsylvania, Concord,
North Carolina and other locations would be required on a periodic
basis.
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Employer: Your
employment will be with WorldGate Service, Inc., a subsidiary of the
Company.
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Severance: You
will be entitled to severance payments in the amount of six (6) months’
salary and benefits continuation should the Company terminate your
employment for any reason without
Cause.
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“Cause”
shall be determined in good faith by the board of directors of the
Company, and shall mean: (i) your willful or continued misconduct
(provided that the Company shall provide you with written notice of any
continued misconduct, and you shall have 5 business days from the date of
such notice to cure such continued misconduct), breach of fiduciary duty
or gross negligence in the performance (or failure thereof) of your
duties; (ii) your intentional failure or refusal to perform lawfully
assigned duties consistent with your position; (iii) your material breach
of this Agreement; or (iv) your conviction of or entering a plea of nolo
contendere to any felony or any crime (whether or not a felony) involving
dishonesty or fraud; provided, however, that the Company shall provide you
with written notice of any failure or breach described in clauses (ii) or
(iii) of this definition, and you shall have 5 business days from the date
of such notice to cure such failure or breach and, provided further, that
your mental or physical incapacity due to illness, accident or otherwise,
shall not constitute “Cause” as defined
herein.
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Stock Option
Plan: Our Compensation Committee of the Company’s board
of directors periodically reviews new and current employees with respect
to the issuance of an initial and/or additional stock option grants to
serve as an incentive for their continued contribution to the growth of
the Company and considers the recommendations of management with respect
to these grants. At the next meeting of the Compensation
Committee following your commencement of employment with the Company, a
recommendation will be made to the Compensation Committee for the initial
grant to you of an option to purchase 1,500,000 shares of our Company’s
common stock. The option would vest 25% per year beginning on the one year
anniversary of the grant of the option and will have a strike price to be
set by the committee based on the fair market value of the Company’s
shares as of the date of grant. The Company’s board of
directors (or a committee thereof) has the sole authority for all grants
of options of the Company’s common
stock.
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Cash Bonus
Plan: We expect that the Company’s board of directors
will create a cash incentive bonus plan for the Company’s employees, which
will contain objectives that, if and when achieved by the Company, will
reward employees with cash compensation. As and when such new cash bonus
plan is implemented, you will participate in it at the executive level
with a minimum annual cash bonus equal to 50% of your then current base
salary.
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Benefits: As
a full-time employee, you will be eligible for participation in our health
plan and all welfare benefits sponsored by the Company. These
benefits are effective on your first date of employment. In
addition, you will be eligible to participate in the Company’s 401(k)
Employee Savings Plan, once any eligibility criteria are
met.
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Combined Time Off
(“CTO”): CTO (which includes sick, personal and vacation
days) will accrue starting your first day of employment. You
will accrue 2 days of CTO per month based on your start
date. This equates to 24 days annually. You will be
otherwise subject to the Company’s CTO policy, including the annual
expiration of CTO if not used. You will be eligible for paid
Company designated holidays on your first day of
employment.
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Formal Employment
Contracts: The Company has typically not entered into
formal employment contracts with its executives and currently does not
plan to do so. If the employment terms of other executives do become
memorialized in formal employment contracts, and you wish that your terms
be so memorialized as well, the Company will be happy to do
so.
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Officer
Appointment: We expect that the Company’s board of
directors will, as soon as it is practically possible, appoint you as an
officer of the Company with the title of Chief Financial Officer,
Treasurer and Senior Vice President, Finance. In addition, we
expect that the Company’s board of directors will authorize your
appointment as a director and officer of each of the following
subsidiaries of the Company: WorldGate Service, Inc. and WorldGate
Finance, Inc.
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Company Policies and
Procedures. You agree to be subject to the Company’s
policies and procedures applicable to all employees, including agreeing to
execute the Company’s Employee Confidential Information, Nonsolicitation
and Invention Assignment Agreement. For your reference, the
form of the Company’s Employee Confidential Information, Nonsolicitation
and Invention Assignment Agreement is enclosed with this offer
letter.
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This
offer is contingent upon (1) the receipt of your signed acceptance of this
letter, (2) the approval of the board of directors of the Company and (3) the
successful completion of our standard background
investigation. Please note that this letter does not constitute a
contract of permanent employment. Although the terms and conditions
of this offer have been discussed by the board of directors, formal approval of
the board of directors is expected to be obtained promptly upon your signed
acceptance of this letter.
Employees
are employed by the Company or WorldGate Service, Inc., as the case may be, in
an at-will employment relationship, and may be terminated by either the employee
or the Company or WorldGate Service, Inc., as the case may be, at any time, with
or without notice, except as provided herein, with or without cause, and for any
reason or no reason at all.
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We are
hoping that you can start July 13, 2010. On your first day, in order
to facilitate the hiring process, please be prepared to provide documentation
that establishes your employment eligibility to work in the U.S. (in accordance
with the Immigration Reform and Control Act of 1986). Your US
passport is best.
If you
agree with the conditions stated above, please sign below and fax to
215-354-1049, Attention: Christopher Vitale, SVP, General Counsel and Secretary,
or email to cvitale@wgate.com.
If you
have any questions, please contact me. Welcome to
WorldGate! I am looking very much forward to working with you, and I
know the board of directors is looking forward to your contributions to the
Company’s future successes.
Sincerely,
/s/
George E. Daddis, Jr.
George E.
Daddis, Jr.
President
and Chief Executive Officer
WorldGate
Communications, Inc.
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Accepted
By:
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/s/ James Dole
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Date: June 23,
2010
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James
Dole
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